THE ADMINISTRATIVE AGENT TWO FURTHER COPIES OF
ANY SUCH FORM OR CERTIFICATION ON OR BEFORE THE DATE THAT ANY SUCH FORM OR
CERTIFICATION DESCRIBED ABOVE EXPIRES OR BECOMES OBSOLETE AND AFTER THE
OCCURRENCE OF ANY EVENT REQUIRING A CHANGE IN THE MOST RECENT FORM PREVIOUSLY
DELIVERED BY IT TO IBM; AND
31
(III)
OBTAIN SUCH EXTENSIONS OF TIME FOR FILING AND COMPLETE SUCH FORMS
OR CERTIFICATIONS AS MAY REASONABLY BE REQUESTED BY IBM OR THE ADMINISTRATIVE
AGENT;
except that the forms and certificates described in clauses (ii) and (iii) above
shall not be required if any change in Requirement of Law has occurred prior to
the date on which any such delivery would otherwise be required which renders
all such forms inapplicable or which would prevent such Lender (or Transferee)
from duly completing and delivering any such form with respect to it and such
Lender (or Transferee) so advises IBM and the Administrative Agent. If the form
provided by a Lender at the time such Lender first becomes a party to this
Agreement indicates a United States federal withholding tax rate on any payments
under this Agreement in excess of zero, then withholding tax at such rate or any
subsequent lower rate shall not be treated as a "Non-Excluded Tax" as defined in
Section 2.18(a) at such time or any time thereafter with respect to such Lender
or any Transferee of such Lender and the relevant Borrower or the Administrative
Agent shall withhold such tax from payments to such Lender or Transferee, as the
case may be, at the applicable rate.
(C)
EACH PERSON THAT SHALL BECOME A PARTICIPANT PURSUANT TO
SECTION 11.6, A COMPETITIVE LOAN ASSIGNEE PURSUANT TO SECTION 11.7, OR A LENDER
PURSUANT TO SECTION 11.8, INCLUDING FOR THIS PURPOSE A LENDER THAT ARRANGES A
US$ LOAN THROUGH OR TRANSFERS A US$ LOAN TO A DIFFERENT BRANCH OF SUCH LENDER,
SHALL, UPON THE EFFECTIVENESS OF THE RELATED DESIGNATION OR TRANSFER, BE
REQUIRED TO PROVIDE ALL OF THE FORMS AND STATEMENTS REQUIRED PURSUANT TO THIS
SECTION 2.18, PROVIDED THAT IN THE CASE OF A PARTICIPANT SUCH PARTICIPANT SHALL
FURNISH ALL SUCH REQUIRED FORMS AND STATEMENTS TO THE LENDER FROM WHICH THE
RELATED PARTICIPATION SHALL HAVE BEEN PURCHASED.
(D)
IF ANY LENDER (OR TRANSFEREE) OR THE ADMINISTRATIVE AGENT SHALL
BECOME AWARE THAT IT IS ENTITLED TO RECEIVE A REFUND OR CREDIT (SUCH CREDIT TO
INCLUDE ANY INCREASE IN ANY FOREIGN TAX CREDIT) AS A RESULT OF NON-EXCLUDED
TAXES (INCLUDING ANY PENALTIES OR INTEREST WITH RESPECT THERETO) AS TO WHICH IT
HAS BEEN INDEMNIFIED BY ANY BORROWER PURSUANT TO THIS SECTION 2.18, IT SHALL
PROMPTLY NOTIFY SUCH BORROWER OF THE AVAILABILITY OF SUCH REFUND OR CREDIT AND
SHALL, WITHIN 30 DAYS AFTER RECEIPT OF A REQUEST BY SUCH BORROWER, APPLY FOR
SUCH REFUND OR CREDIT AT SUCH BORROWER'S EXPENSE, AND IN THE CASE OF ANY
APPLICATION FOR SUCH REFUND OR CREDIT BY SUCH BORROWER, SHALL, IF LEGALLY ABLE
TO DO SO, DELIVER TO SUCH BORROWER SUCH CERTIFICATES, FORMS OR OTHER