Danaher 2009 Annual Report Download - page 195

(iii) No Borrower shall be required to indemnify any Foreign Lender or to pay any additional amount to any Foreign Lender under Section 3.01,
(A) with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender
transmits with an IRS Form W-8IMY pursuant to this Section 11.15(a), (B) if such Lender shall have failed to satisfy the foregoing provisions of this
Section 11.15(a); provided that if such Lender shall have satisfied the requirement of this Section 11.15(a) on the date such Lender became a Lender
and any date such Lender has ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this
Section 11.15(a) shall relieve any Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in
any applicable law, treaty or governmental rule, regulation or order, or any change in the official interpretation, administration or application thereof,
such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or
other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is
subject to withholding at a reduced rate, (C) if the obligation to withhold or to pay such additional amounts existed under the Laws of the United States
on the date such Foreign Lender became a party to this Agreement, (D) with respect to any SPC, to the extent provided in Section 11.07(h), (E) with
respect to any Participant, to the extent provided in Section 11.07(e), (F) with respect to any Eligible Assignee, to the extent provided in Section 11.07(b),
or (G) if the obligation to indemnify or pay such additional amounts arose after the date such Foreign Lender became a party to this Agreement and is in
respect of any payment under this Agreement made by the Company (or any other Borrower which is a Domestic Subsidiary and which became a party
to this Agreement prior to the date such Foreign Lender became a party to this Agreement), for any reason other than a change in any applicable law, rule,
regulation or order of the United States or any subdivision thereof or any change in the official interpretation administration or application thereof after
the date such Foreign Lender became a party to this Agreement.
(iv) The Administrative Agent may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of
the Loan Documents with respect to which any Borrower is not required to pay additional amounts under Section 3.01 or this Section 11.15(a).
(b) Upon the request of the Administrative Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code
shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9 certifying that such Lender is not subject to back-up withholding.
If such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the
applicable back-up withholding tax imposed by the Code, without reduction.
(c) If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties
and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs
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Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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