SUCH LENDER IS NOT SUBJECT TO, OR IS ENTITLED TO A REDUCED
RATE OF, UNITED STATES WITHHOLDING TAX ON PAYMENTS PURSUANT TO THIS AGREEMENT OR
WITH RESPECT TO ANY ADVANCES OR ANY NOTES.
IF THE FORMS PROVIDED BY A LENDER AT
THE TIME SUCH LENDER FIRST BECOMES A PARTY TO THIS AGREEMENT INDICATES 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 FORM CERTIFYING THAT A LOWER RATE APPLIES, WHEREUPON
WITHHOLDING TAX AT SUCH LOWER RATE ONLY SHALL BE CONSIDERED EXCLUDED FROM TAXES
FOR PERIODS GOVERNED BY SUCH FORM; PROVIDED, HOWEVER, THAT, IF AT THE DATE ON
WHICH A LENDER BECOMES A PARTY TO THIS AGREEMENT, THE LENDER ASSIGNOR WAS
ENTITLED TO PAYMENTS UNDER SUBSECTION 2.14(A) 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 2.14(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, THAT THE LENDER REASONABLY CONSIDERS TO
BE CONFIDENTIAL, THE LENDER SHALL GIVE NOTICE THEREOF TO THE RELEVANT BORROWERS
AND SHALL NOT BE OBLIGATED TO INCLUDE IN SUCH FORM OR DOCUMENT CONFIDENTIAL
INFORMATION.
(F)
LENDER FAILURE TO PROVIDE IRS FORMS.
FOR
ANY PERIOD WITH RESPECT TO WHICH ANY LENDER HAS FAILED TO PROVIDE TBC WITH THE
APPROPRIATE FORM DESCRIBED IN SUBSECTION 2.14(E) (OTHER THAN IF SUCH FAILURE IS
DUE TO A CHANGE IN LAW OCCURRING AFTER THE DATE ON WHICH A FORM ORIGINALLY WAS
REQUIRED TO BE PROVIDED OR IF SUCH FORM OTHERWISE IS NOT REQUIRED UNDER
SUBSECTION 2.14(E)), SUCH LENDER SHALL NOT BE ENTITLED TO INDEMNIFICATION UNDER
SUBSECTION (A) OR (C) WITH RESPECT TO TAXES IMPOSED BY THE UNITED STATES BY
REASON OF SUCH FAILURE; PROVIDED, HOWEVER, THAT SHOULD A LENDER BECOME SUBJECT
TO TAXES BECAUSE OF ITS FAILURE TO DELIVER A FORM REQUIRED HEREUNDER, TBC SHALL
TAKE SUCH STEPS AS SUCH LENDER SHALL REASONABLY REQUEST TO ASSIST SUCH LENDER TO
RECOVER SUCH TAXES.
2.15
ILLEGALITY.
IF ANY LENDER SHALL NOTIFY THE AGENT
THAT EITHER
(A)
THERE IS ANY INTRODUCTION OF, OR CHANGE IN
OR IN THE INTERPRETATION OF, ANY LAW OR REGULATION THAT IN THE OPINION OF
COUNSEL FOR SUCH LENDER IN THE RELEVANT JURISDICTION MAKES IT UNLAWFUL, OR
(B)
ANY CENTRAL BANK OR OTHER GOVERNMENTAL
AUTHORITY ASSERTS THAT IT IS UNLAWFUL
for such Lender to continue to fund or maintain any Eurodollar Rate Advances or
to perform its obligations hereunder with respect to Eurodollar Rate Advances
hereunder, then, upon the issuance of such opinion of counsel or such assertion
by a central