DATE.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN SECTION 5.04(A), BUT SUBJECT TO SECTION 14.04(B) AND THE
IMMEDIATELY SUCCEEDING SENTENCE, (X) 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
77
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