WITHHELD IN LESSOR'S
DISCRETION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LEASE, LESSEE
SHALL NOT BE RESPONSIBLE FOR ANY PAYMENT OF INTEREST OR PENALTIES IMPOSED BY ANY
TAXING AUTHORITY IN CONNECTION WITH ANY COVERED TAXES IF SUCH INTEREST OR
PENALTIES ARE IMPOSED AS A RESULT OF LESSOR'S GROSS NEGLIGENCE, WILLFUL
MISCONDUCT OR FAILURE TO TIMELY SEND ANY NOTICE, ASSESSMENT OR BILL TO LESSEE
WHICH IS ACTUALLY RECEIVED BY LESSOR AND NOT BY LESSEE, IN WHICH CASE LESSOR
SHALL BE RESPONSIBLE FOR SUCH INTEREST AND PENALTY AMOUNTS.
34
(C)
PRIOR TO LESSEE'S FIRST PAYMENT TO LESSOR OF BASE NET RENT,
SUPPLEMENTAL RENT OR ANY OTHER AMOUNT PAYABLE HEREUNDER, AND AT ANY TIME
THEREAFTER UPON LESSEE'S REASONABLE REQUEST, LESSOR SHALL FURNISH LESSEE (I)
EITHER (A) A PROPERLY COMPLETED AND EXECUTED INTERNAL REVENUE SERVICE FORM W-9
(OR ITS SUCCESSOR FORM) SHOWING THE UNITED STATES TAXPAYER IDENTIFICATION NUMBER
OF LESSOR AND INDICATING THAT LESSOR IS A UNITED STATES PERSON WITHIN THE
MEANING OF SECTION 7701(A)(30) OF THE CODE AND NOT SUBJECT TO BACKUP WITHHOLDING
OR (B) A PROPERLY COMPLETED AND EXECUTED INTERNAL REVENUE SERVICE FORM W-8BEN OR
W-8ECI (OR THEIR RESPECTIVE SUCCESSOR FORMS) INDICATING THAT LESSOR IS EXEMPT
FROM NON-RESIDENT WITHHOLDING TAX WITH RESPECT TO SUCH PAYMENTS OR (C) IF LESSOR
CANNOT PROPERLY EXECUTE ANY OF INTERNAL REVENUE FORMS W-9, W-8BEN OR W-8ECI, ANY
OTHER APPLICABLE INTERNAL REVENUE SERVICE FORM
OR FORMS INDICATING THAT LESSOR
IS EXEMPT FROM NON-RESIDENT WITHHOLDING TAX WITH RESPECT TO SUCH PAYMENTS AND
(II) ANY OTHER TAX CERTIFICATION THAT LESSEE MAY REASONABLY REQUEST, INDICATING
THAT LESSOR IS EXEMPT FROM BACKUP WITHHOLDING, NON-RESIDENT WITHHOLDING TAX AND
ANY SIMILAR WITHHOLDING TAX UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS WITH
RESPECT TO SUCH PAYMENTS WITH RESPECT TO WHICH LESSEE WOULD HAVE AN OBLIGATION
TO WITHHOLD AMOUNTS ABSENT SUCH TAX CERTIFICATION.
IF LESSOR FAILS OR IS UNABLE
TO PROVIDE ANY OF THE FORMS LESSOR IS REQUIRED TO PROVIDE PURSUANT TO THIS
SECTION 20.2(B), LESSEE MAY DEDUCT FROM ANY AMOUNT OF BASE NET RENT OR
SUPPLEMENTAL RENT THE AMOUNT OF BACKUP WITHHOLDING OR NON-RESIDENT WITHHOLDING
THAT LESSEE IS REQUIRED TO WITHHOLD UNDER CHAPTER 1, 3 AND 24 OF THE CODE AND
ANY SIMILAR PROVISIONS OF STATE, LOCAL OR FOREIGN TAX LAWS.
(D)
IF LESSOR OR ANY AFFILIATE THEREOF SHALL RECEIVE A REFUND OF, OR
RECEIVE A CREDIT FOR (OR WOULD HAVE RECEIVED SUCH A REFUND OR CREDIT BUT FOR A
COUNTERCLAIM OR OTHER CLAIM NOT INDEMNIFIED BY LESSEE HEREUNDER (A "DEEMED
REFUND OR CREDIT")) ALL OR ANY PART OF ANY TAXES PAID, REIMBURSED OR ADVANCED BY
LESSEE, LESSOR SHALL PAY TO LESSEE WITHIN THIRTY (30) DAYS OF SUCH RECEIPT (OR,
IN THE CASE OF A DEEMED REFUND OR CREDIT, WITHIN THIRTY (30) DAYS OF THE
RESOLUTION OF SUCH CONTEST), AN AMOUNT EQUAL TO THE AMOUNT OF SUCH REFUND OR
CREDIT OR DEEMED REFUND OR CREDIT, TOGETHER WITH ANY INTEREST ACTUALLY RECEIVED
BY LESSOR.
(E)
UPON REQUEST, LESSEE SHALL PROVIDE LESSOR WITH SUCH PROOF OF
PAYMENT OF SUCH TAX AS IS REASONABLY ACCEPTABLE TO