CODE), INTERNAL REVENUE SERVICE FORM W-8BEN), AS APPROPRIATE, OR ANY SUCCESSOR
OR OTHER FORM PRESCRIBED BY THE INTERNAL REVENUE SERVICE, CERTIFYING THAT SUCH
LENDER IS EXEMPT FROM OR ENTITLED TO A REDUCED RATE OF UNITED STATES WITHHOLDING
TAX ON PAYMENTS PURSUANT TO THIS AGREEMENT OR THE NOTES OR ANY OTHER LOAN
DOCUMENT OR, IN THE CASE OF A LENDER THAT HAS CERTIFIED THAT IT IS NOT A "BANK"
AS DESCRIBED ABOVE, CERTIFYING THAT SUCH LENDER IS A FOREIGN CORPORATION,
PARTNERSHIP, ESTATE OR TRUST ENTITLED TO EXEMPTION FROM WITHHOLDING AS PORTFOLIO
INTEREST UNDER SECTION 871(H) OR 881(C) OF THE INTERNAL REVENUE CODE.
IF THE
FORMS PROVIDED BY A LENDER AT THE TIME SUCH LENDER FIRST BECOMES A PARTY TO THIS
AGREEMENT INDICATE 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 FORMS CERTIFYING THAT A
LESSER RATE APPLIES, WHEREUPON
39
WITHHOLDING TAX AT SUCH LESSER RATE ONLY SHALL BE CONSIDERED EXCLUDED FROM TAXES
FOR PERIODS GOVERNED BY SUCH FORMS; PROVIDED, HOWEVER, THAT IF, AT THE EFFECTIVE
DATE OF THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH A LENDER BECOMES A PARTY
TO THIS AGREEMENT, THE LENDER 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 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, THAT THE APPLICABLE LENDER
REASONABLY CONSIDERS TO BE CONFIDENTIAL, SUCH LENDER 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 2.11, 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 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
SHALL NOT BE ENTITLED TO INDEMNIFICATION UNDER SUBSECTION (A) OR (C) OF THIS
SECTION 2.11 WITH RESPECT TO TAXES IMPOSED BY THE UNITED STATES BY REASON OF
SUCH