US Airways 2004 Annual Report Download - page 202

execution or delivery of, or otherwise with respect to, any Loan Document
(hereinafter referred to as "OTHER TAXES").
(c) Indemnification for Taxes. Borrower agree to
indemnify each Lender and Administrative Agent for the full amount of
Taxes and Other Taxes (including, without limitation, any Taxes or Other
Taxes imposed or asserted by any jurisdiction on amounts payable under
this SECTION 4.6) paid by such Lender or Administrative Agent (as the case
may be) and any liability (including penalties, interest, and expenses)
arising therefrom or with respect thereto.
(d) Withholding Tax Forms. Each Lender 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 in the case of each
Lender listed on the signature pages hereof and on or prior to the date on
which it becomes a Lender in the case of each other Lender, and from time
to time thereafter, including, without limitation, upon the expiration or
obsolescence of any previously delivered form or upon the written request
of Borrower or Administrative Agent (but only so long as such Lender
remains lawfully able to do so) shall provide Borrower and Administrative
Agent with (i) two duly completed copies of Internal Revenue Service Form
W-BEN, W-8ECI, W-8IMY, W-9, or other applicable form, as the case may be,
certifying in each case that such Lender is entitled to benefits under an
income tax treaty to which the United States is a party which reduces the
rate of withholding tax on payments of interest or certifying that the
income receivable pursuant to this Agreement is effectively connected with
the conduct of a trade or business in the United States, or certifying
that such Lender is entitled to an exemption from or a reduced rate of tax
on payment pursuant to the "portfolio interest" exception under section
871(h) or 881(c) of the Code, (ii) if applicable, a statement indicating
that such Lender is entitled to the "portfolio interest" exception under
Section 871(h) or 881(c)(3) of the Code, and (iii) any other governmental
forms or certificates which are necessary or required under an applicable
tax treaty or otherwise by law to reduce or eliminate withholding tax,
which has been reasonably requested by Borrower or Administrative Agent.
If an event (including without limitation any change in treaty, law, or
regulation) has occurred prior to the date on which any delivery required
by the preceding sentence would otherwise be required which renders all
such forms inapplicable or which would prevent any Lender from duly
completing and delivering any such form with respect to it and such Lender
advises Borrower and Administrative Agent that it is not capable of
receiving payments without any deduction or withholding of United States
federal income tax, such Lender shall not be required to deliver such
forms. 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 at such rate shall be
considered excluded from "Taxes".
(e) Failure to Provide Withholding Forms; Changes in Tax
Laws. For any period with respect to which a Lender has failed to provide
Borrower and Administrative Agent with the appropriate form pursuant to
SECTION 4.6(d) (unless such failure is due to a change in Law occurring
subsequent to the date on which a form originally was required to be
provided), such Lender shall not be entitled to indemnification under
SECTION 4.6(a) or 4.6(b) with respect to Taxes imposed by the United
States; provided, however, that should a Lender, which is otherwise exempt
from or subject to a reduced rate of withholding tax, become subject to
Taxes because of its failure to deliver a form required hereunder,
Borrower shall take such steps as such Lender shall reasonably request to
assist such Lender to recover such Taxes.
(f) Tax Payment Receipt. Within 30 days after the date of
any payment of Taxes, Borrower shall furnish to Administrative Agent the
original or a certified copy of a receipt evidencing such payment.
Senior Secured Term Loan
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