ENTITLEMENT AT THE DATE OF SUCH CERTIFICATE, TO AN EXEMPTION FROM U.S.
WITHHOLDING TAX UNDER THE PROVISIONS OF SECTION 881(C) OF THE CODE WITH RESPECT
TO PAYMENTS TO BE MADE UNDER THIS AGREEMENT AND UNDER ANY NOTE AND (IV) IN THE
CASE OF ANY SUCH BANK (OTHER THAN A BANK DESCRIBED IN CLAUSE (I) OR (II) ABOVE),
TO THE EXTENT LEGALLY ENTITLED TO DO SO (A) WITH RESPECT TO A BANK THAT IS AN
ASSIGNEE OR TRANSFEREE OF AN INTEREST UNDER THIS AGREEMENT PURSUANT TO
SECTION 12.04(B) (UNLESS THE RESPECTIVE BANK WAS ALREADY A BANK HEREUNDER
IMMEDIATELY PRIOR TO SUCH ASSIGNMENT OR TRANSFER), UPON THE DATE OF SUCH
ASSIGNMENT OR TRANSFER TO SUCH BANK, AND (B) WITH RESPECT TO ANY SUCH BANK, FROM
TIME TO TIME UPON THE REASONABLE WRITTEN REQUEST OF FSA AFTER THE EFFECTIVE
DATE, TO PROVIDE TO FSA SUCH OTHER FORMS AS MAY BE REQUIRED IN ORDER TO
ESTABLISH THE ENTITLEMENT OF SUCH BANK TO AN EXEMPTION FROM WITHHOLDING WITH
RESPECT TO PAYMENTS UNDER THIS AGREEMENT AND UNDER ANY NOTE. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN SECTION 4.04(A), BUT SUBJECT TO THE
IMMEDIATELY SUCCEEDING SENTENCE, ANY BORROWER SHALL BE ENTITLED, TO THE EXTENT
IT IS REQUIRED TO DO SO BY LAW, TO DEDUCT OR WITHHOLD TAXES IMPOSED BY THE
UNITED STATES (OR ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREOF OR
THEREIN) FROM INTEREST, FEES OR OTHER AMOUNTS PAYABLE HEREUNDER (WITHOUT ANY
OBLIGATION TO PAY THE RESPECTIVE BANK ADDITIONAL AMOUNTS WITH RESPECT THERETO)
FOR THE ACCOUNT OF ANY BANK 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
AND WHICH HAS NOT PROVIDED TO THE RELEVANT BORROWER SUCH FORMS REQUIRED TO BE
PROVIDED TO SUCH BORROWER PURSUANT TO THE FIRST SENTENCE OF THIS
SECTION 4.04(B) (OR TO THE EXTENT SUCH FORMS DO NOT ESTABLISH A COMPLETE
EXEMPTION FROM SUCH WITHHOLDING). NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THE PRECEDING SENTENCE AND EXCEPT AS SET FORTH IN SECTION 12.04(B),
EACH BORROWER AGREES TO INDEMNIFY EACH BANK IN THE MANNER SET FORTH IN
SECTION 4.04(A) IN RESPECT OF ANY AMOUNTS 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 TAXES.
SECTION 5.
CONDITIONS PRECEDENT TO EFFECTIVENESS.
This Agreement shall become effective subject to the satisfaction (or waiver by
the Agent and the Required Banks) of the following conditions:
5.01
Execution of Agreement. Each Borrower and each Bank shall have
signed a copy of this Agreement (whether the same or different copies) and shall
have delivered the same to the Agent at its Notice Office.
5.02
No Default; Representations and Warranties. There shall exist no
Default or Event of Default and all representations and warranties contained
herein and in the other Credit Documents shall be true and correct in