REVENUE SERVICE FORMS W-8BEN OR W-8EC1, AS APPROPRIATE, OR
ANY SUCCESSOR FORM PRESCRIBED BY THE INTERNAL REVENUE SERVICE, TO ESTABLISH THAT
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 2.15(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 2.15(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 2.15(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 2.15(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.
2.16
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