Delta Airlines 2012 Annual Report Download - page 166

of such payment or liability delivered to the Borrower by a Lender or Issuing Lender, or by the Administrative Agent on its own behalf
or on behalf of a Lender or Issuing Lender, shall be conclusive absent manifest error.
(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a
Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment to the extent available, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.
(e) (i) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed
by applicable law and as reasonably requested by the Borrower, such properly completed and executed documentation prescribed by
applicable law or requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. In
addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such
documentation (other than such documentation set forth in Section 2.16(e)(ii), (iii) and (vi)) shall not be required if in the Lender's
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or
expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, each Foreign Lender shall deliver to the Borrower and the
Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter, or upon request of the Borrower or the Administrative Agent) whichever of the following is applicable:
(i) two (2) duly completed original copies of Internal Revenue Service Form W-8BEN, claiming eligibility for benefits of an
income tax treaty to which the United States of America is a party, (ii) two (2) duly completed original copies of Internal
Revenue Service Form W-8ECI, (iii) two (2) duly completed original copies of Internal Revenue Service Form W-8IMY,
together with applicable attachments (including, for any person that is claiming the benefits of exemption for portfolio interest
under Section 881(c) of the Code, a Compliance Certificate), (iv) in the case of a Foreign Lender claiming the benefits of
exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not
(A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within
the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”
described in Section 881(c)(3)(C) of
the Code (a “Compliance Certificate”) and (y) two (2) duly completed original copies of the Internal Revenue Service Form W-
8BEN, or (v) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding tax and reasonably requested by the Borrower or the Administrative Agent to permit the Borrower to deter-mine
the withholding or required deduction to be made.
(iii) Any Lender that is a “United States Person” (as such term is defined in Section 7701(a)(30) of the Code)
shall deliver to the Administrative Agent and Borrower, on or prior to the date on which such Lender becomes a party to this
Agreement (and from time to time thereafter, or upon request of the Borrower or the Administrative Agent), two (2) copies of
Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying
that such Lender is en-titled to an exemption from U.S. backup withholding.
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