W-8BEN), AS
APPROPRIATE, OR ANY SUCCESSOR OR OTHER FORM PRESCRIBED BY THE INTERNAL REVENUE
SERVICE, CERTIFYING THAT SUCH LENDER IS EXEMPT FROM OR ENTITLED TO A REDUCED
RATE OF UNITED STATES WITHHOLDING TAX ON PAYMENTS PURSUANT TO THIS AGREEMENT OR
THE NOTES OR ANY OTHER LOAN DOCUMENT OR, IN THE CASE OF A LENDER THAT HAS
CERTIFIED THAT IT IS NOT A "BANK" AS DESCRIBED ABOVE, CERTIFYING THAT SUCH
LENDER IS A FOREIGN CORPORATION, PARTNERSHIP, ESTATE OR TRUST ENTITLED TO
EXEMPTION FROM WITHHOLDING AS PORTFOLIO INTEREST UNDER SECTION 871(H) OR 881(C)
OF THE INTERNAL REVENUE CODE. IF THE FORMS PROVIDED BY A LENDER AT THE TIME SUCH
LENDER 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 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 BECOMES A PARTY TO THIS
AGREEMENT, THE LENDER 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 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-8EC1 OR THE RELATED CERTIFICATE DESCRIBED ABOVE, THAT THE APPLICABLE LENDER
REASONABLY CONSIDERS TO BE CONFIDENTIAL, SUCH LENDER SHALL GIVE NOTICE THEREOF
TO THE BORROWERS AND SHALL NOT BE OBLIGATED TO INCLUDE IN SUCH FORM OR DOCUMENT
SUCH CONFIDENTIAL INFORMATION. FOR PURPOSES OF SUBSECTIONS (D) AND (E) OF THIS
SECTION 2.10, THE TERMS "UNITED STATES" AND "UNITED STATES PERSON" SHALL HAVE
THE MEANINGS SPECIFIED IN SECTION 7701 OF THE INTERNAL REVENUE CODE.
(F)
FOR ANY PERIOD WITH RESPECT TO WHICH A LENDER HAS FAILED TO
PROVIDE THE BORROWERS WITH THE APPROPRIATE FORM, CERTIFICATE OR OTHER DOCUMENT
DESCRIBED IN SUBSECTION (E) ABOVE (OTHER THAN IF SUCH FAILURE IS DUE TO A CHANGE
IN LAW, OR IN THE INTERPRETATION OR APPLICATION THEREOF, OCCURRING AFTER THE
DATE ON WHICH A FORM, CERTIFICATE OR OTHER DOCUMENT ORIGINALLY WAS REQUIRED TO
BE PROVIDED OR IF SUCH FORM, CERTIFICATE OR OTHER DOCUMENT OTHERWISE IS NOT
REQUIRED UNDER SUBSECTION (E) ABOVE), SUCH LENDER SHALL NOT BE ENTITLED TO
INDEMNIFICATION UNDER SUBSECTION (A) OR (C) OF THIS SECTION 2.10 WITH RESPECT TO
TAXES IMPOSED BY THE UNITED STATES BY REASON OF SUCH FAILURE; PROVIDED, HOWEVER,
THAT SHOULD A LENDER