LENDER AND THE
COMPUTATIONS MADE BY THE LENDER TO DETERMINE SUCH AMOUNT.
IN THE ABSENCE OF
MANIFEST ERROR, SUCH CERTIFICATE SHALL BE CONCLUSIVE AS TO THE AMOUNT REQUIRED
TO BE PAID.
SECTION 4.03
WITHHOLDING AND ADDITIONAL COSTS.
(A)
WITHHOLDING.
(I)
ALL PAYMENTS UNDER THIS AGREEMENT SHALL BE
PAYABLE TO THE LENDER FREE AND CLEAR OF ANY AND ALL PRESENT AND FUTURE TAXES,
LEVIES, IMPOSTS, DUTIES, DEDUCTIONS, WITHHOLDINGS, FEES, LIABILITIES AND SIMILAR
CHARGES OTHER THAN EXCLUDED TAXES (COLLECTIVELY, "TAXES").
IF ANY TAXES ARE
REQUIRED TO BE WITHHELD OR DEDUCTED FROM ANY AMOUNT PAYABLE UNDER THIS
AGREEMENT, THEN THE AMOUNT PAYABLE UNDER THIS AGREEMENT SHALL BE INCREASED TO
THE AMOUNT WHICH, AFTER DEDUCTION FROM SUCH INCREASED AMOUNT OF ALL TAXES
REQUIRED TO BE WITHHELD OR DEDUCTED THEREFROM, WILL YIELD TO THE LENDER THE
AMOUNT STATED TO BE PAYABLE UNDER THIS AGREEMENT.
THE BORROWER SHALL ALSO HOLD
THE LENDER HARMLESS AND INDEMNIFY IT FOR ANY STAMP OR OTHER TAXES OF THE UNITED
STATES OF AMERICA OR ANY STATE OR POLITICAL SUBDIVISION THEREOF WITH RESPECT TO
THE PREPARATION, EXECUTION, DELIVERY, RECORDING, PERFORMANCE OR ENFORCEMENT OF
THE CREDIT DOCUMENTS (ALL OF WHICH SHALL BE INCLUDED WITHIN "TAXES").
IF ANY OF
THE TAXES SPECIFIED IN THIS SECTION 4.04(A) ARE PAID BY THE LENDER, THE BORROWER
SHALL, UPON DEMAND OF THE LENDER, PROMPTLY REIMBURSE THE LENDER FOR SUCH
PAYMENTS, TOGETHER WITH ANY INTEREST, PENALTIES AND REASONABLE EXPENSES INCURRED
IN CONNECTION THEREWITH.
THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT
CERTIFICATES OR OTHER VALID VOUCHERS FOR ALL TAXES OR OTHER CHARGES DEDUCTED
FROM OR PAID WITH RESPECT TO PAYMENTS MADE BY THE BORROWER HEREUNDER.
NOTWITHSTANDING THE FOREGOING, THE BORROWER SHALL BE ENTITLED, TO THE EXTENT
REQUIRED TO DO SO BY LAW, TO DEDUCT OR WITHHOLD (AND SHALL NOT BE REQUIRED TO
MAKE PAYMENTS AS OTHERWISE REQUIRED BY THIS SECTION 4.04 ON ACCOUNT OF SUCH
DEDUCTIONS OR WITHHOLDINGS) INCOME OR OTHER SIMILAR TAXES IMPOSED BY THE UNITED
STATES OF AMERICA OR ANY STATE OR POLITICAL SUBDIVISION THEREOF OR ANY TAXING
AUTHORITY
16
THEREOF FROM INTEREST, FEES OR OTHER AMOUNTS PAYABLE HEREUNDER FOR THE ACCOUNT
OF THE LENDER OTHER THAN IF LENDER (A) IS A U.S.
PERSON FOR U.S. FEDERAL INCOME
TAX PURPOSES OR (B) HAS THE PRESCRIBED FORMS ON FILE WITH THE BORROWER FOR THE
APPLICABLE YEAR TO THE EXTENT DEDUCTION OR WITHHOLDING OF SUCH TAXES IS NOT
REQUIRED AS A RESULT OF SUCH FILING OF SUCH PRESCRIBED FORMS; PROVIDED THAT, IF
THE BORROWER SHALL SO DEDUCT OR WITHHOLD ANY SUCH TAXES, THE BORROWER SHALL
PROVIDE A STATEMENT TO THE ADMINISTRATIVE AGENT AND THE LENDER, SETTING FORTH
THE AMOUNT OF SUCH TAXES SO DEDUCTED OR WITHHELD, THE APPLICABLE RATE AND ANY
OTHER INFORMATION OR DOCUMENTATION WHICH THE LENDER MAY REASONABLY REQUEST FOR
ASSISTING THE LENDER TO OBTAIN ANY ALLOWABLE CREDITS OR DEDUCTIONS FOR THE TAXES
SO DEDUCTED OR WITHHELD IN THE JURISDICTION OR JURISDICTIONS IN WHICH THE LENDER
IS SUBJECT TO TAX.
(II)
THE LENDER SHALL DELIVER TO THE BORROWER AND THE ADMINISTRATIVE
AGENT TWO DULY COMPLETED COPIES