THE CASE OF EACH LENDER LISTED ON THE
SIGNATURE PAGES HEREOF AND ON OR PRIOR TO THE DATE ON WHICH IT BECOMES A LENDER
IN THE CASE OF EACH OTHER LENDER, AND FROM TIME TO TIME THEREAFTER IF REQUESTED
IN WRITING BY THE BORROWER (BUT ONLY SO LONG AS SUCH LENDER REMAINS LAWFULLY
ABLE TO DO SO), SHALL PROVIDE THE BORROWER WITH SUCH PROPERLY COMPLETED AND
EXECUTED DOCUMENTATION PRESCRIBED BY THE INTERNAL REVENUE SERVICE, CERTIFYING
THAT (I) IF SUCH LENDER IS A "BANK" WITHIN THE MEANING OF SECTION 881(C)(3)(A)
OF THE CODE, SUCH LENDER IS ENTITLED TO BENEFITS UNDER AN INCOME TAX TREATY TO
WHICH THE UNITED STATES IS A PARTY WHICH EXEMPTS THE LENDER FROM UNITED STATES
WITHHOLDING TAX OR REDUCES THE RATE OF WITHHOLDING TAX ON PAYMENTS OF INTEREST
FOR THE ACCOUNT OF SUCH LENDER OR CERTIFYING THAT THE INCOME RECEIVABLE PURSUANT
TO THIS AGREEMENT IS EFFECTIVELY CONNECTED WITH THE CONDUCT OF A TRADE OR
BUSINESS IN THE UNITED STATES OR (II) IF SUCH LENDER IS NOT A "BANK" WITHIN THE
MEANING OF SECTION 881(C)(3)(A) OF THE CODE AND INTENDS TO CLAIM EXEMPTION FROM
U.S. FEDERAL WITHHOLDING TAX UNDER SECTION 871(H) OR 881(C) OF THE CODE WITH
RESPECT TO PAYMENTS OF "PORTFOLIO INTEREST", A FORM W-8, OR ANY SUBSEQUENT
VERSIONS THEREOF OR SUCCESSORS THERETO (AND, IF SUCH LENDER DELIVERS A FORM W-8,
A CERTIFICATE REPRESENTING THAT SUCH LENDER IS NOT A BANK FOR PURPOSES OF
SECTION 881(C) OF THE CODE, IS NOT A 10-PERCENT SHAREHOLDER (WITHIN THE MEANING
OF SECTION 871(H)(3)(B) OF THE CODE) OF THE BORROWER AND IS NOT A CONTROLLED
FOREIGN CORPORATION RELATED TO THE BORROWER (WITHIN THE MEANING OF SECTION
864(D)(4) OF THE CODE)), PROPERLY COMPLETED AND DULY EXECUTED BY SUCH LENDER
CLAIMING COMPLETE EXEMPTION FROM, OR A REDUCED RATE OF, U.S. FEDERAL WITHHOLDING
TAX ON PAYMENTS OF INTEREST BY THE BORROWER UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(E)
FOR ANY PERIOD WITH RESPECT TO WHICH A
LENDER HAS FAILED TO PROVIDE THE BORROWER WITH THE APPROPRIATE FORM PURSUANT TO
SECTION 2.13(D) (UNLESS SUCH FAILURE IS DUE TO A CHANGE IN TREATY, LAW OR
REGULATION OCCURRING SUBSEQUENT TO THE DATE ON WHICH SUCH FORM ORIGINALLY WAS
REQUIRED TO BE PROVIDED), SUCH LENDER SHALL NOT BE ENTITLED TO INDEMNIFICATION
UNDER SECTION 2.13(B) OR (C) WITH RESPECT TO TAXES IMPOSED BY THE UNITED STATES;
PROVIDED THAT IF A LENDER, WHICH IS OTHERWISE EXEMPT FROM OR SUBJECT TO A
REDUCED RATE OF WITHHOLDING TAX, BECOMES SUBJECT TO TAXES BECAUSE OF ITS FAILURE
TO DELIVER A FORM REQUIRED HEREUNDER, THE BORROWER SHALL TAKE SUCH STEPS AS SUCH
LENDER SHALL REASONABLY REQUEST TO ASSIST SUCH LENDER TO RECOVER SUCH TAXES.
(F)
IF THE BORROWER IS REQUIRED TO PAY
ADDITIONAL AMOUNTS TO OR FOR THE ACCOUNT OF ANY LENDER PURSUANT TO THIS SECTION
2.13, THEN SUCH LENDER WILL CHANGE THE JURISDICTION OF ITS APPLICABLE LENDING
OFFICE IF, IN THE JUDGMENT OF SUCH LENDER, SUCH CHANGE (I) WILL ELIMINATE OR
REDUCE ANY SUCH ADDITIONAL PAYMENT WHICH MAY THEREAFTER ACCRUE AND