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 FORMS CERTIFYING THAT A LESSER RATE APPLIES,
WHEREUPON WITHHOLDING TAX AT SUCH LESSER RATE ONLY SHALL BE CONSIDERED EXCLUDED
FROM TAXES FOR PERIODS GOVERNED BY SUCH FORM; PROVIDED, HOWEVER, THAT, IF AT THE
DATE OF THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH A LENDER ASSIGNEE
BECOMES A PARTY TO THIS AGREEMENT, THE LENDER ASSIGNOR WAS ENTITLED TO PAYMENTS
UNDER SUBSECTION (A) IN RESPECT OF
25
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-8ECI, THAT THE LENDER REASONABLY
CONSIDERS TO BE CONFIDENTIAL, THE LENDER SHALL GIVE NOTICE THEREOF TO THE
BORROWER AND SHALL NOT BE OBLIGATED TO INCLUDE IN SUCH FORM OR DOCUMENT SUCH
CONFIDENTIAL INFORMATION.
(F)
FOR ANY PERIOD WITH RESPECT TO WHICH A LENDER HAS FAILED TO
PROVIDE THE BORROWER WITH THE APPROPRIATE FORM, CERTIFICATE OR OTHER DOCUMENT
DESCRIBED IN SECTION 2.15(E) (OTHER THAN IF SUCH FAILURE IS DUE TO A CHANGE IN
LAW, OR IN THE INTERPRETATION OR APPLICATION THEREOF, OCCURRING SUBSEQUENT TO
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 SECTION 2.15(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,
CERTIFICATE OR OTHER DOCUMENT REQUIRED HEREUNDER, THE BORROWER SHALL TAKE SUCH
STEPS AS SUCH LENDER SHALL REASONABLY REQUEST TO ASSIST THE LENDER TO RECOVER
SUCH TAXES (AND SUCH LENDER SHALL REIMBURSE THE BORROWER FOR REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES OF THE BORROWER IN CONNECTION THEREWITH).
(G)
ANY LENDER CLAIMING ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO
THIS SECTION 2.15 SHALL USE REASONABLE EFFORTS (CONSISTENT WITH ITS INTERNAL
POLICY AND LEGAL AND REGULATORY RESTRICTIONS) TO CHANGE THE JURISDICTION OF ITS
EURODOLLAR LENDING OFFICE IF THE MAKING OF SUCH A CHANGE WOULD AVOID THE NEED
FOR, OR REDUCE THE AMOUNT OF, ANY SUCH ADDITIONAL AMOUNTS THAT MAY THEREAFTER
ACCRUE AND WOULD NOT, IN THE REASONABLE JUDGMENT OF SUCH LENDER, BE OTHERWISE
DISADVANTAGEOUS TO SUCH LENDER.
(H)
IF ANY LENDER DETERMINES, IN ITS SOLE DISCRETION, THAT IT HAS
ACTUALLY REALIZED, BY REASON OF A REFUND, DEDUCTION