BUYER (A "RECIPIENT") SHALL BE MADE WITHOUT WITHHOLDING FOR OR ON ACCOUNT OF ANY
PRESENT OR FUTURE (I) UNITED STATES FEDERAL WITHHOLDING TAXES ON INCOME OR
(II) ANY OTHER TAXES IMPOSED BY ANY JURISDICTION IN THE USA OR ANY JURISDICTION
FROM WHICH CUSTOMER MAKES A PAYMENT HEREUNDER, EXCLUDING TAXES IMPOSED ON NET
INCOME, NET PROFITS OR NET RECEIPTS OF THE RECIPIENT AND FRANCHISE TAXES IMPOSED
BY THE JURISDICTION UNDER WHICH THE RECIPIENT IS ORGANIZED OR ANY POLITICAL
SUBDIVISION THEREOF OR BY ANY JURISDICTION OR ANY POLITICAL SUBDIVISION THEREOF
IN WHICH THE RECIPIENT HOLDS ANY ASSET IN CONNECTION WITH THIS AGREEMENT (SUCH
NON-EXCLUDED TAXES, THE "INDEMNIFIED TAXES").
IF ANY SUCH WITHHOLDING IS SO
REQUIRED, CUSTOMER SHALL MAKE THE WITHHOLDING, PAY THE AMOUNT WITHHELD IN THE
APPROPRIATE AUTHORITY BEFORE PENALTIES ATTACH THERETO OR INTEREST ACCRUES
THEREON AND PAY SUCH ADDITIONAL AMOUNT AS MAY BE NECESSARY TO ENSURE THAT THE
NET AMOUNT ACTUALLY RECEIVED BY THE RECIPIENT IS FREE AND CLEAR OF SUCH
INDEMNIFIED TAXES (INCLUDING SUCH INDEMNIFIED TAXES ON SUCH ADDITIONAL AMOUNT)
AND IS EQUAL TO THE AMOUNT THAT THE RECIPIENT WOULD HAVE RECEIVED HAD SUCH
WITHHOLDING NOT BEEN MADE; PROVIDED, NO PAYMENT SHALL BE REQUIRED UNDER THIS
SENTENCE IF THE WITHHOLDING IS REQUIRED AS A RESULT OF THE FAILURE OF THE
RECIPIENT TO DELIVER THE FORM REQUIRED BY SECTION 9.5(B).
IF CUSTOMER PAYS ANY
SUCH INDEMNIFIED TAXES, PENALTIES OR INTEREST, IT SHALL DELIVER OFFICIAL TAX
RECEIPTS EVIDENCING THAT PAYMENT OR CERTIFIED COPIES THEREOF TO THE RECIPIENT ON
WHOSE ACCOUNT SUCH WITHHOLDING AS MADE (WITH A COPY TO BUYER IF NOT THE
RECIPIENT OF THE ORIGINAL) ON OR BEFORE THE THIRTIETH DAY AFTER PAYMENT.
(B)
BEFORE THE FIRST DATE ON WHICH ANY AMOUNT IS
PAYABLE HEREUNDER FOR THE ACCOUNT OF ANY RECIPIENT NOT INCORPORATED UNDER THE
LAWS OF THE USA, SUCH RECIPIENT SHALL DELIVER TO CUSTOMER AND BUYER EACH TWO
DULY COMPLETED COPIES OF UNITED STATES INTERNAL REVENUE SERVICE FORM 1001 OR
4224 (OR SUCCESSOR APPLICABLE FORM) CERTIFYING THAT SUCH RECIPIENT IS ENTITLED
TO RECEIVE PAYMENTS HEREUNDER WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED
STATES FEDERAL INCOME TAXES.
EACH SUCH RECIPIENT SHALL REPLACE OR UPDATE SUCH
FORMS WHEN NECESSARY TO MAINTAIN ANY APPLICABLE EXEMPTION AND AS REQUESTED BY
BUYER.
BUYER AND EACH RECIPIENT HEREBY REPRESENTS AND WARRANTS TO CUSTOMER
THAT, AS OF THE DATE OF THIS AGREEMENT, NO PAYMENTS TO IT HEREUNDER OR IN
CONNECTION HEREWITH ARE SUBJECT TO ANY UNITED STATES FEDERAL WITHHOLDING TAXES
OR ANY OTHER TAXES IMPOSED BY ANY JURISDICTION IN THE USA OR ANY JURISDICTION
FROM WHICH CUSTOMER OR BUYER MAKES A PAYMENT HEREUNDER.
69
ARTICLE X
CUSTODIAN
SECTION 10.1.
DUTIES OF CUSTODIAN.
(A)
CUSTOMER AND BUYER HEREBY APPOINT
CUSTODIAN, AND CUSTODIAN HEREBY AGREES, TO ACT AS CUSTODIAN IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT.
CUSTODIAN WILL HOLD ALL WAREHOUSE ASSETS DELIVERED
TO IT FROM TIME TO TIME AS CUSTODIAN FOR THE BENEFIT OF BUYER, SUBJECT TO THE
TERMS AND PROVISIONS HEREOF.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, CUSTODIAN
SHALL HAVE NO OBLIGATION TO COLLECT ANY