SPECIFIED IN SECTION 7701 OF THE INTERNAL REVENUE CODE.
(E)
EACH LENDER PARTY ORGANIZED UNDER THE LAWS
OF A JURISDICTION OUTSIDE THE UNITED STATES SHALL, ON OR PRIOR TO THE DATE OF
ITS EXECUTION AND DELIVERY OF THIS AGREEMENT IN THE CASE OF EACH INITIAL LENDER
PARTY AND ON THE DATE OF THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH IT
BECOMES A LENDER PARTY IN THE CASE OF EACH OTHER LENDER PARTY, AND FROM TIME TO
TIME THEREAFTER AS REASONABLY REQUESTED IN WRITING BY THE BORROWER (BUT ONLY SO
LONG THEREAFTER AS SUCH LENDER PARTY REMAINS LAWFULLY ABLE TO DO SO), PROVIDE
EACH OF THE ADMINISTRATIVE AGENT AND BORROWER WITH TWO ORIGINAL INTERNAL REVENUE
SERVICE FORMS W-8BEN OR W-8ECI, (IN THE CASE OF A LENDER PARTY THAT HAS
CERTIFIED IN WRITING TO THE ADMINISTRATIVE AGENT THAT IT IS NOT (I) A "BANK"
(WITHIN THE MEANING OF SECTION 881(C)(3)(A) OF THE INTERNAL REVENUE CODE),
(II) A 10-PERCENT SHAREHOLDER (WITHIN THE MEANING OF SECTION 871(H)(3)(B) OF THE
INTERNAL REVENUE CODE) OF ANY LOAN PARTY OR (III) A CONTROLLED FOREIGN
CORPORATION RELATED TO THE BORROWER (WITHIN THE MEANING OF SECTION 864(D)(4) OF
THE INTERNAL REVENUE CODE), INTERNAL REVENUE SERVICE FORM W-8BEN,) AS
APPROPRIATE, OR ANY SUCCESSOR OR OTHER FORM PRESCRIBED BY THE INTERNAL REVENUE
SERVICE, CERTIFYING THAT SUCH LENDER PARTY IS EXEMPT FROM OR ENTITLED TO A
REDUCED RATE OF UNITED STATES WITHHOLDING TAX ON PAYMENTS PURSUANT TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS OR, IN THE CASE OF A LENDER PARTY THAT HAS
CERTIFIED THAT IT IS NOT A "BANK" AS DESCRIBED ABOVE, CERTIFYING THAT SUCH
LENDER PARTY IS A FOREIGN CORPORATION, PARTNERSHIP, ESTATE OR TRUST.
IF THE
FORMS PROVIDED BY A LENDER PARTY AT THE TIME SUCH LENDER PARTY FIRST BECOMES A
PARTY TO THIS AGREEMENT INDICATE A UNITED STATES INTEREST WITHHOLDING TAX RATE
IN EXCESS OF ZERO, WITHHOLDING TAX AT SUCH RATE SHALL BE CONSIDERED EXCLUDED
FROM TAXES UNLESS AND UNTIL SUCH LENDER PARTY PROVIDES THE APPROPRIATE FORMS
CERTIFYING THAT A LESSER RATE APPLIES, WHEREUPON WITHHOLDING TAX AT SUCH LESSER
RATE ONLY SHALL BE CONSIDERED EXCLUDED FROM TAXES FOR PERIODS GOVERNED BY SUCH
FORMS; PROVIDED, HOWEVER, THAT IF, AT THE EFFECTIVE DATE OF THE ASSIGNMENT AND
ACCEPTANCE PURSUANT TO WHICH A LENDER PARTY BECOMES A PARTY TO THIS AGREEMENT,
THE LENDER PARTY ASSIGNOR WAS ENTITLED TO PAYMENTS UNDER SUBSECTION (A) OF THIS
SECTION 2.12 IN RESPECT OF UNITED STATES WITHHOLDING TAX WITH RESPECT TO
INTEREST PAID AT SUCH DATE, THEN, TO SUCH EXTENT, THE TERM TAXES SHALL INCLUDE
(IN ADDITION TO WITHHOLDING TAXES THAT MAY BE IMPOSED IN THE FUTURE OR OTHER
AMOUNTS OTHERWISE INCLUDABLE IN TAXES) UNITED STATES WITHHOLDING TAX, IF ANY,
APPLICABLE WITH RESPECT TO THE LENDER PARTY ASSIGNEE ON SUCH DATE.
IF ANY FORM
OR DOCUMENT REFERRED TO IN THIS SUBSECTION (E) REQUIRES THE DISCLOSURE OF
INFORMATION, OTHER THAN INFORMATION NECESSARY TO COMPUTE THE TAX PAYABLE AND
INFORMATION REQUIRED ON THE DATE HEREOF BY INTERNAL REVENUE SERVICE FORM W-8BEN
OR W-8ECI, OR THE RELATED CERTIFICATE DESCRIBED