TAX RATE IN EXCESS OF ZERO, WITHHOLDING TAX AT SUCH RATE
SHALL BE CONSIDERED EXCLUDED FROM THE TAXES AND OTHER PAYMENTS UNLESS AND UNTIL
SUCH BANK PROVIDES THE APPROPRIATE FORMS CERTIFYING THAT A LESSER RATE APPLIES,
WHEREUPON WITHHOLDING TAX AT SUCH LESSER RATE ONLY SHALL BE CONSIDERED EXCLUDED
FROM SUCH TAXES AND OTHER PAYMENTS FOR PERIODS GOVERNED BY SUCH FORM; PROVIDED,
HOWEVER, THAT, IF AT THE DATE OF THE ASSIGNMENT AND ASSUMPTION PURSUANT TO WHICH
AN ASSIGNEE BECOMES A PARTY TO THIS AGREEMENT, THE ASSIGNING BANK WAS ENTITLED
TO PAYMENTS UNDER SECTION 2.13 IN RESPECT OF UNITED STATES WITHHOLDING TAX WITH
RESPECT TO INTEREST PAID AT SUCH DATE, THEN THE TERM TAXES AND OTHER PAYMENTS
SHALL INCLUDE (IN ADDITION TO WITHHOLDING TAXES THAT MAY BE IMPOSED IN THE
FUTURE OR OTHER AMOUNTS OTHERWISE INCLUDABLE IN TAXES AND OTHER PAYMENTS) UNITED
STATES WITHHOLDING TAX, IF ANY, APPLICABLE WITH RESPECT TO THE ASSIGNEE ON SUCH
DATE, BUT ONLY TO THE EXTENT THAT THE ASSIGNING BANK WAS SO ENTITLED TO SUCH
PAYMENTS UNDER SECTION 2.13.
(D)
FOR ANY PERIOD WITH RESPECT TO WHICH A BANK
HAS FAILED TO PROVIDE THE BORROWER WITH THE APPROPRIATE FORM DESCRIBED IN
SUBSECTION 2.13(B) ABOVE (OTHER THAN IF SUCH FAILURE IS DUE TO A CHANGE IN LAW
OCCURRING SUBSEQUENT TO THE DATE ON WHICH A FORM ORIGINALLY WAS REQUIRED TO BE
PROVIDED, OR IF SUCH FORM OTHERWISE IS NOT REQUIRED UNDER SUBSECTION 2.13(B)
ABOVE), SUCH BANK SHALL NOT BE ENTITLED TO ANY ADDITIONAL PAYMENTS UNDER SECTION
2.10 OR SECTION 2.13(A) WITH RESPECT TO TAXES AND OTHER PAYMENTS IMPOSED BY THE
UNITED STATES BY REASON OF SUCH FAILURE; PROVIDED, HOWEVER, THAT SHOULD A BANK
BECOME SUBJECT TO TAXES AND OTHER PAYMENTS BECAUSE OF ITS FAILURE TO DELIVER A
FORM REQUIRED HEREUNDER, THE BORROWER SHALL TAKE SUCH STEPS AS THE BANK
REASONABLY SHALL REQUEST TO ASSIST THE BANK TO RECOVER SUCH TAXES AND OTHER
PAYMENTS.
(E)
IF A BANK OR THE ADMINISTRATIVE AGENT
RECEIVES A REFUND IN RESPECT OF ANY TAXES OR OTHER PAYMENTS AS TO WHICH IT HAS
BEEN INDEMNIFIED BY THE BORROWER OR WITH RESPECT TO WHICH THE BORROWER HAS PAID
ADDITIONAL AMOUNTS PURSUANT TO SECTION 2.10 OR THIS SECTION 2.13, IT SHALL,
30
WITHIN 60 DAYS FROM THE DATE OF SUCH RECEIPT, PAY OVER THE AMOUNT OF SUCH REFUND
TO THE BORROWER, NET OF ALL REASONABLE OUT-OF-POCKET EXPENSES OF SUCH BANK OR
THE ADMINISTRATIVE AGENT AND WITHOUT INTEREST (OTHER THAN INTEREST PAID BY THE
RELEVANT TAXATION AUTHORITY WITH RESPECT TO SUCH REFUND); PROVIDED THAT THE
BORROWER, UPON THE WRITTEN REQUEST OF SUCH BANK OR THE ADMINISTRATIVE AGENT,
AGREES TO REPAY THE AMOUNT PAID OVER TO THE BORROWER (PLUS PENALTIES, INTEREST
OR OTHER REASONABLE CHARGES) TO SUCH BANK OR THE ADMINISTRATIVE AGENT IN THE
EVENT SUCH BANK OR THE ADMINISTRATIVE AGENT IS REQUIRED TO REPAY SUCH REFUND TO
SUCH TAXATION AUTHORITY.
2.14.
DEFAULT RATE INTEREST, ETC.
(A)
AFTER AND DURING THE CONTINUANCE OF ANY
DEFAULT OR EVENT OF DEFAULT, ALL AMOUNTS OUTSTANDING HEREUNDER OR UNDER ANY
OTHER