THE
BORROWER SHALL BE ENTITLED, TO THE EXTENT IT IS REQUIRED TO DO SO BY LAW, TO
DEDUCT OR WITHHOLD INCOME OR SIMILAR TAXES IMPOSED BY THE UNITED STATES (OR ANY
POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREOF OR THEREIN) FROM INTEREST,
FEES OR OTHER AMOUNTS PAYABLE HEREUNDER FOR THE ACCOUNT OF ANY LENDER TO THE
EXTENT THAT SUCH LENDER HAS NOT PROVIDED TO THE BORROWER AND ADMINISTRATIVE
AGENT U.S. INTERNAL REVENUE SERVICE FORMS, CERTIFICATES AND INFORMATION THAT
ESTABLISH A COMPLETE EXEMPTION FROM SUCH DEDUCTION OR WITHHOLDING AND (Y) THE
BORROWER SHALL NOT BE OBLIGATED PURSUANT TO SECTION 5.04(A) TO GROSS-UP PAYMENTS
TO BE MADE TO A LENDER IN RESPECT OF INCOME OR SIMILAR TAXES (INCLUDING
WITHHOLDING TAXES)
IMPOSED BY THE UNITED STATES IF (I) SUCH LENDER HAS NOT
PROVIDED TO THE BORROWER THE INTERNAL REVENUE SERVICE FORMS, CERTIFICATES OR
OTHER INFORMATION REQUIRED TO BE PROVIDED TO THE BORROWER PURSUANT TO THIS
SECTION 5.04(B) OR (II) IN THE CASE OF A PAYMENT, OTHER THAN INTEREST, TO A
LENDER DESCRIBED IN CLAUSE (II) ABOVE, TO THE EXTENT THAT SUCH FORMS DO NOT
ESTABLISH A COMPLETE EXEMPTION FROM WITHHOLDING OF SUCH TAXES.
EACH
ADMINISTRATIVE AGENT AND LENDER THAT IS A UNITED STATES PERSON (AS SUCH TERM IS
DEFINED IN SECTION 7701(A)(30) OF THE CODE) FOR U.S. FEDERAL INCOME TAX PURPOSES
AGREES TO DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT ON OR PRIOR TO
THE EFFECTIVE DATE OR, IN THE CASE OF A LENDER THAT IS AN ASSIGNEE OR TRANSFEREE
OF AN INTEREST UNDER THIS AGREEMENT PURSUANT TO SECTION 2.13 OR 14.04(B) (UNLESS
THE RESPECTIVE LENDER AS ALREADY A LENDER HEREUNDER IMMEDIATELY PRIOR TO SUCH
ASSIGNMENT OR TRANSFER), ON THE DATE OF SUCH ASSIGNMENT OR TRANSFER TO SUCH
LENDER (AND FROM TIME TO TIME THEREAFTER AS PRESCRIBED BY APPLICABLE LAW OR UPON
THE REQUEST OF THE BORROWER OR THE ADMINISTRATIVE AGENT), TWO ACCURATE AND
COMPLETE ORIGINAL SIGNED COPIES OF INTERNAL REVENUE SERVICE FORM W-9 CERTIFYING
THAT IT IS NOT SUBJECT TO BACKUP WITHHOLDING.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS SECTION 5.04 AND EXCEPT AS SET FORTH IN
SECTION 14.04(B), THE BORROWER AGREES TO PAY ANY ADDITIONAL AMOUNTS AND TO
INDEMNIFY EACH LENDER IN THE MANNER SET FORTH IN SECTION 5.04(A) (WITHOUT REGARD
TO THE IDENTITY OF THE JURISDICTION REQUIRING THE DEDUCTION OR WITHHOLDING) IN
RESPECT OF ANY AMOUNTS DEDUCTED OR WITHHELD BY IT AS DESCRIBED IN THE SECOND
PRECEDING SENTENCE AS A RESULT OF ANY CHANGES THAT ARE EFFECTIVE AFTER THE
EFFECTIVE DATE IN ANY APPLICABLE LAW, TREATY, GOVERNMENTAL RULE, REGULATION,
GUIDELINE OR ORDER, OR IN THE INTERPRETATION THEREOF, RELATING TO THE DEDUCTING
OR WITHHOLDING OF SUCH TAXES.
(C)
IN THE EVENT THAT THE BORROWER OR THE ADMINISTRATIVE AGENT IS
REQUIRED BY APPLICABLE LAW TO DEDUCT OR WITHHOLD ANY TAXES (INCLUDING ANY TAXES
IMPOSED UNDER SECTION 1471 OR 1472 OF THE CODE) FROM ANY AMOUNTS PAYABLE TO ANY
LENDER ON OR IN RESPECT OF ANY CREDIT
77
DOCUMENT, THE BORROWER OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY BE, SHALL