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 WHICH IS
NOT A UNITED STATES PERSON (AS SUCH TERM IS DEFINED IN SECTION 7701(A)(30) OF
THE CODE) FOR U.S. FEDERAL INCOME TAX PURPOSES TO THE EXTENT THAT SUCH LENDER
HAS NOT PROVIDED TO THE BORROWER U.S. INTERNAL REVENUE SERVICE FORMS THAT
ESTABLISH A COMPLETE EXEMPTION FROM, OR REDUCED RATE OF, SUCH DEDUCTION OR
WITHHOLDING AND (Y) THE BORROWER SHALL NOT BE OBLIGATED PURSUANT TO
SECTION 2.9(A) TO MAKE ANY ADDITIONAL PAYMENTS TO A LENDER PURSUANT TO THE THIRD
AND FOURTH SENTENCES OF SECTION 2.9(A) (THE "GROSS-UP PAYMENTS") (I) IF SUCH
LENDER HAS NOT PROVIDED TO THE BORROWER THE INTERNAL REVENUE SERVICE FORMS
REQUIRED TO BE PROVIDED TO THE BORROWER PURSUANT TO THIS SECTION 2.9(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, OR REDUCED RATE OF, WITHHOLDING OF SUCH TAXES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THE PRECEDING SENTENCE OR ELSEWHERE IN
THIS SECTION 2.9 AND EXCEPT AS SET FORTH IN SECTION 11.6, THE BORROWER AGREES TO
PAY ADDITIONAL AMOUNTS AND TO INDEMNIFY EACH LENDER IN THE MANNER SET FORTH IN
SECTION 2.9(A) (WITHOUT REGARD TO THE IDENTITY OF THE JURISDICTION REQUIRING THE
DEDUCTION OR WITHHOLDING) IN RESPECT OF ANY TAXES DEDUCTED OR WITHHELD BY IT AS
DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE AS A RESULT OF ANY CHANGES 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)
IF THE BORROWER PAYS ANY ADDITIONAL AMOUNT UNDER THIS SECTION 2.9
TO A LENDER AND SUCH LENDER DETERMINES IN ITS SOLE DISCRETION THAT IT HAS
ACTUALLY RECEIVED OR REALIZED IN CONNECTION THEREWITH ANY REFUND OR ANY
REDUCTION OF, OR CREDIT AGAINST, ITS TAX LIABILITIES IN OR WITH RESPECT TO THE
TAXABLE YEAR IN WHICH THE ADDITIONAL AMOUNT IS PAID (A "TAX BENEFIT"), SUCH
LENDER SHALL PAY TO THE BORROWER AN AMOUNT THAT THE LENDER SHALL, IN ITS SOLE
DISCRETION, DETERMINE IS EQUAL TO THE NET BENEFIT, AFTER TAX, WHICH WAS OBTAINED
BY THE LENDER IN SUCH YEAR AS A CONSEQUENCE OF SUCH REFUND, REDUCTION OR CREDIT,
PROVIDED THAT (I) ANY LENDER MAY DETERMINE, IN ITS SOLE DISCRETION CONSISTENT
WITH THE POLICIES OF SUCH LENDER, WHETHER TO SEEK A TAX BENEFIT; (II) ANY TAXES
THAT ARE IMPOSED ON A LENDER AS A RESULT OF A DISALLOWANCE OR REDUCTION
(INCLUDING THROUGH THE EXPIRATION OF ANY TAX CREDIT CARRYOVER OR CARRYBACK OF
SUCH LENDER THAT OTHERWISE WOULD NOT HAVE EXPIRED) OF ANY TAX BENEFIT WITH
RESPECT TO WHICH SUCH LENDER HAS MADE A PAYMENT TO THE BORROWER PURSUANT TO THIS
SECTION 2.9(C) SHALL BE TREATED AS A TAX FOR WHICH THE BORROWER IS OBLIGATED TO
INDEMNIFY SUCH LENDER