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-8EC1 OR THE RELATED CERTIFICATE DESCRIBED ABOVE,
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THAT THE APPLICABLE LENDER PARTY REASONABLY CONSIDERS TO BE CONFIDENTIAL, SUCH
LENDER PARTY 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 2.12, 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 PARTY 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 PARTY SHALL NOT BE ENTITLED TO
INDEMNIFICATION UNDER SUBSECTION (A) OR (C) OF THIS SECTION 2.12 WITH RESPECT TO
TAXES IMPOSED BY THE UNITED STATES BY REASON OF SUCH FAILURE; PROVIDED, HOWEVER,
THAT SHOULD A LENDER PARTY BECOME SUBJECT TO TAXES BECAUSE OF ITS FAILURE TO
DELIVER A FORM, CERTIFICATE OR OTHER DOCUMENT REQUIRED HEREUNDER, THE LOAN
PARTIES SHALL TAKE SUCH STEPS AS SUCH LENDER PARTY SHALL REASONABLY REQUEST TO
ASSIST SUCH LENDER PARTY TO RECOVER SUCH TAXES.
(G)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT CONTAINED
HEREIN, THE AGREEMENTS AND OBLIGATIONS CONTAINED IN THIS SECTION 2.12 SHALL
SURVIVE THE PAYMENT IN FULL OF THE PRINCIPAL AND OF INTEREST ON ALL BORROWINGS
AND ADVANCES MADE HEREUNDER.
(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 2.12, ANY
LENDER PARTY CLAIMING ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO THIS
SECTION 2.12 SHALL USE ITS REASONABLE EFFORTS (CONSISTENT WITH ITS INTERNAL
POLICY AND LEGAL AND REGULATORY RESTRICTIONS) TO CHANGE THE JURISDICTION OF ITS
APPLICABLE LENDING OFFICE IF THE MAKING OF SUCH A CHANGE WOULD AVOID THE NEED
FOR, OR REDUCE THE AMOUNT OF, ANY SUCH ADDITIONAL AMOUNTS THAT WOULD BE PAYABLE
OR MAY THEREAFTER ACCRUE AND WOULD NOT, IN THE SOLE DETERMINATION OF SUCH
LENDER, BE OTHERWISE DISADVANTAGEOUS TO SUCH LENDER PARTY.
(I)
IF BMCA DETERMINES IN