AGREEMENT, AS IF NO
SUCH DEDUCTION OR WITHHOLDING HAD BEEN MADE.
B)
IN ADDITION, THE SELLER AGREES TO PAY TO THE
RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW ANY CURRENT OR
FUTURE STAMP OR DOCUMENTARY TAXES OR ANY OTHER EXCISE OR PROPERTY TAXES, CHARGES
OR SIMILAR LEVIES (INCLUDING, WITHOUT LIMITATION, MORTGAGE RECORDING TAXES,
TRANSFER TAXES AND SIMILAR FEES) IMPOSED BY THE UNITED STATES OR ANY TAXING
AUTHORITY THEREOF OR THEREIN THAT ARISE FROM ANY PAYMENT MADE HEREUNDER OR FROM
THE EXECUTION, DELIVERY OR REGISTRATION OF, OR OTHERWISE WITH RESPECT TO, THIS
AGREEMENT ("OTHER TAXES").
C)
THE SELLER AGREES TO INDEMNIFY THE BUYER FOR
THE FULL AMOUNT OF TAXES (INCLUDING ADDITIONAL AMOUNTS WITH RESPECT THERETO) AND
OTHER TAXES, AND THE FULL AMOUNT OF TAXES OF ANY
18
KIND IMPOSED BY ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 8(C), AND
ANY LIABILITY (INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR
WITH RESPECT THERETO, PROVIDED THAT THE BUYER SHALL HAVE PROVIDED THE SELLER
WITH EVIDENCE, REASONABLY SATISFACTORY TO THE SELLER, OF PAYMENT OF TAXES OR
OTHER TAXES, AS THE CASE MAY BE; PROVIDED THAT BUYER GIVES NOTICE TO SELLER OF
ALL DEFICIENCY NOTICES RECEIVED BY THE BUYER.
D)
ANY FOREIGN BUYER SHALL PROVIDE THE SELLER
WITH PROPERLY COMPLETED UNITED STATES INTERNAL REVENUE SERVICE (IRS) FORM W-8BEN
OR W-8ECI OR ANY SUCCESSOR FORM PRESCRIBED BY THE IRS, CERTIFYING THAT SUCH
BUYER 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 ON OR PRIOR TO THE DATE UPON WHICH EACH SUCH FOREIGN BUYER BECOMES A
BUYER.
EACH FOREIGN BUYER WILL RESUBMIT THE APPROPRIATE FORM ON THE EARLIEST OF
(A) THE THIRD ANNIVERSARY OF THE PRIOR SUBMISSION OR (B) ON OR BEFORE THE
EXPIRATION OF THIRTY (30) DAYS AFTER THERE IS A "CHANGE IN CIRCUMSTANCES" WITH
RESPECT TO SUCH BUYER AS DEFINED IN TREAS. REG. SECTION 1.1441(E)(4)(II)(D).
FOR ANY PERIOD WITH RESPECT TO WHICH A FOREIGN BUYER HAS FAILED TO PROVIDE THE
SELLER WITH THE APPROPRIATE FORM OR OTHER RELEVANT DOCUMENT PURSUANT TO THIS
SECTION 8(D) (UNLESS SUCH FAILURE IS DUE TO A CHANGE IN TREATY, LAW, OR
REGULATION OCCURRING SUBSEQUENT TO THE DATE ON WHICH A FORM ORIGINALLY WAS
REQUIRED TO BE PROVIDED), SUCH BUYER SHALL NOT BE ENTITLED TO ANY "GROSS-UP" OF
TAXES OR INDEMNIFICATION UNDER SECTION 8(C) WITH RESPECT TO TAXES IMPOSED BY THE
UNITED STATES; PROVIDED, HOWEVER, THAT SHOULD A FOREIGN BUYER, WHICH IS
OTHERWISE EXEMPT FROM A WITHHOLDING TAX, BECOME SUBJECT TO TAXES BECAUSE OF ITS
FAILURE TO DELIVER A FORM REQUIRED HEREUNDER, THE SELLER SHALL TAKE SUCH STEPS
AS SUCH FOREIGN BUYER SHALL REASONABLY REQUEST TO ASSIST SUCH FOREIGN BUYER TO
RECOVER SUCH TAXES.
E)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY
OTHER AGREEMENT OF SELLER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF SELLER