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.
IN ADDITION TO THE FORMS DESCRIBED IN THE IMMEDIATELY PRECEDING
SENTENCE, EACH LENDER ORGANIZED UNDER THE LAWS OF A JURISDICTION OUTSIDE THE
UNITED STATES SHALL, UPON THE REQUEST OF THE BORROWER OR THE AGENT IN WRITING,
(I) PROVIDE EACH OF THE AGENT AND THE BORROWER WITH TWO FURTHER COPIES OF SUCH
FORMS OR OTHER APPROPRIATE CERTIFICATION OF SUCH FORMS ON OR BEFORE THE DATE
THAT ANY SUCH FORM EXPIRES OR BECOMES OBSOLETE AND AFTER THE OCCURRENCE OF ANY
EVENT REQUIRING A CHANGE IN THE MOST RECENT FORM DELIVERED TO THE BORROWER, AND
(II) OBTAIN SUCH EXTENSIONS OF THE TIME FOR THE FILING AND RENEW SUCH FORMS AND
CERTIFICATIONS THEREOF AS MAY BE REASONABLY REQUESTED BY THE BORROWER OR THE
AGENT. IF THE FORM (OR 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 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
OR ASSUMPTION AGREEMENT PURSUANT TO WHICH A LENDER ASSIGNEE BECOMES A PARTY TO
THIS AGREEMENT, THE LENDER ASSIGNOR WAS ENTITLED TO PAYMENTS UNDER SUBSECTION
(A) OF THIS SECTION 2.13 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.
FOR
PURPOSES OF THIS SUBSECTION (E), THE TERM "UNITED STATES" SHALL HAVE THE MEANING
SPECIFIED IN SECTION 7701 OF THE INTERNAL REVENUE CODE.
(F)
FOR ANY PERIOD WITH RESPECT TO WHICH A LENDER HAS FAILED TO PROVIDE THE
BORROWER WITH THE APPROPRIATE FORM DESCRIBED IN SECTION 2.13(E) OR FAILED TO
SEEK AN EXTENSION OF THE TIME FOR FILING SUCH SUCCESSOR FORM AS REQUIRED IN
WRITING TO DO SO BY THE AGENT OR THE BORROWER IN ACCORDANCE WITH SECTION 2.13(E)
(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 (E) ABOVE), SUCH LENDER SHALL NOT BE
ENTITLED TO INDEMNIFICATION UNDER SECTION 2.13(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, THE BORROWER SHALL TAKE SUCH STEPS (AT