First Data 2007 Annual Report Download - page 317

to the applicable Administrative Agent), as applicable, at the time or times prescribed by applicable law and as reasonably requested by the Borrower or
Guarantor, as applicable, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without
such withholding or at such reduced rate, provided that such Lender or Agent is legally entitled to complete, execute and deliver such documentation and such
documentation is necessary in order for such exemption or reduction to apply.
(g) If any Lender or Agent, as applicable, determines, in its sole discretion, that it has received and retained a refund of an Indemnified Tax or
Other Tax for which a payment has been made by the Borrower pursuant to this Agreement, which refund in the good faith judgment of such Lender or
Agent, as the case may be, is attributable to such payment made by the Borrower, then the Lender, the Administrative Agent or the Collateral Agent, as the
case may be, shall reimburse the Borrower for such amount (together with any interest received thereon) as the Lender, Administrative Agent or the Collateral
Agent, as the case may be, determines in its sole discretion, exercised in good faith, to be the proportion of the refund as will leave it, after such
reimbursement, in no better or worse after-tax financial position (taking into account expenses or any taxes imposed on the refund) than it would have been in
if the payment had not been required; provided that the Borrower, upon the request of the Lender or Agent, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender or Agent in the event the Lender or
Agent is required to repay such refund to such Governmental Authority. A Lender or Agent shall claim any refund of Indemnified Taxes or Other Taxes that it
determines in its sole discretion, exercised in good faith, is available to it, unless it concludes in its sole discretion that it would be adversely affected by
making such a claim. No Lender or Agent shall be obliged to disclose any information regarding its tax affairs or computations or any other information it
deems confidential to any Credit Party in connection with this clause (h) or any other provision of this Section 5.4.
(h) If the Borrower determines that a reasonable basis exists for contesting a Tax, each Lender or Agent, as the case may be, shall use reasonable
efforts to cooperate with the Borrower as the Borrower may reasonably request in challenging such Tax. Subject to the provisions of Section 2.12, each
Lender and Agent agree to use reasonable efforts to cooperate with the Borrower as the Borrower may reasonably request to minimize any amount payable by
the Borrower or any Guarantor pursuant to this Section 5.4. The Borrower shall indemnify and hold each Lender and Agent harmless against any out-of-
pocket expenses incurred by such Person in connection with any request made by the Borrower pursuant to this Section 5.4(h). Nothing in this Section 5.4(h)
shall obligate any Lender or Agent to take any action that such Person, in its sole judgment, determines may result in a material detriment to such Person.
(i) Each Lender and Agent with respect to the Initial Term Loan, Euro Tranche Term Loan, Delayed Draw Term Loan and any other Loan made
to the Borrower that is a United States person under Section 7701(a)(30) of the Code (each, a "U.S. Lender") shall, to the extent it can legally do so, deliver to
the Borrower and the Administrative Agent two United States Internal Revenue Service Forms W-9 (or substitute or successor form), properly completed and
duly executed, certifying that such Lender or Agent is exempt from United States federal backup withholding tax (i) on or prior to the Original Closing Date
(or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete, (iii) after the occurrence
of a change in the Agent's or Lender's circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the
Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent.
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