Kodak 2011 Annual Report Download - page 200

delivery or registration of, performing under, or otherwise with respect to, this Agreement or the other Loan Documents (hereinafter referred to as “ Other
Taxes ”).
(c) The Loan Parties shall indemnify each Lender and the Agent for and hold it harmless against the full amount of Taxes or Other
Taxes (including, without limitation, taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.14 ) imposed on or
paid or remitted by such Lender or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. This indemnification shall be made within 30 days from the date such Lender or the Agent (as the case may be) makes written demand
therefor with appropriate supporting documentation.
(d)
Within 30 days after the date of any payment of Taxes, the appropriate Loan Party shall furnish to the Agent, at its address referred
to in Section 8.02 , the original or a certified copy of a receipt evidencing such payment to the extent such a receipt is issued therefor, or other written proof
of payment thereof that is reasonably satisfactory to the Agent. In the case of any payment hereunder or under the Notes or any other documents to be
delivered hereunder by or on behalf of a Loan Party through an account or branch outside the United States or by or on behalf of a Loan Party by a payor
that is not a United States person, if such Loan Party determines that no Taxes are payable in respect thereof, such Loan Party shall furnish, or shall cause
such payor to furnish, to the Agent, at such address, an opinion of counsel reasonably acceptable to the Agent stating that such payment is exempt from
Taxes. For purposes of this subsection (d) and subsection (e) , the terms “ United States ” and “ United States person ” shall have the meanings specified
in Section 7701 of the Code.
(e) Each Lender or Agent organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution
and delivery of this Agreement, on or prior to the designation of any different Applicable Lending Office, on the date of the Assignment and Acceptance
pursuant to which it becomes a Lender in the case of each Lender that becomes a party hereto pursuant to Section 8.07
, on the date such Agent is appointed
pursuant to Section 7.07(a) in the case of a successor Agent, and from time to time thereafter as reasonably requested in writing by the Company or the
Agent (but only so long as such Lender or the Agent remains lawfully able to do so), shall provide each of the Agent and the Company with two original
Internal Revenue Service Forms W-8BEN or (in the case of a Lender or the Agent that is claiming (A) an exemption from, or reduction in the rates of,
United States federal withholding tax under an applicable income tax treaty or (B) an exemption from United States federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of “portfolio interest”
and, in the case of this clause (B), that has certified in writing to the Agent and
the Company that it is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code), (ii) a 10-percent shareholder (within the meaning of Section 871(h)
(3)(B) of the Code) of any Loan Party or (iii) a controlled foreign corporation related to any Loan Party (within the meaning of Section 864(d)(4) of the
Code (a “ Compliance Certificate ”)) or Internal Revenue Service Forms W-8ECI, Internal Revenue Service Forms W-8IMY, accompanied by Internal
Revenue Service Forms W-8ECI, W-8BEN (together with a withholding statement and Compliance Certificates, as appropriate), W-9, and/or other
certification documents from each beneficial owner, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying
that such Lender or the Agent is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or any
other Loan Document or Internal Revenue Service Forms W-8BEN certifying that such Lender or the Agent is a foreign corporation, partnership, estate or
trust. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax
rate in excess of zero, withholding tax at such rate shall be considered Excluded Taxes unless and until such Lender provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered Excluded Taxes for periods governed by such
form; provided , however , that, if at the date of the Assignment and Acceptance pursuant to which a Lender assignee
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