ANY PAYMENT OF TAXES, THE APPROPRIATE
BORROWER SHALL FURNISH TO THE ADMINISTRATIVE AGENT, AT ITS ADDRESS REFERRED TO
IN SECTION 9.02, THE ORIGINAL OR A CERTIFIED COPY OF A RECEIPT EVIDENCING SUCH
PAYMENT OR SUCH OTHER EVIDENCE OF PAYMENT THAT IS REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
IN THE CASE OF ANY PAYMENT HEREUNDER OR UNDER THE LENDER
NOTES BY OR ON BEHALF OF SUCH BORROWER THROUGH AN ACCOUNT OR BRANCH OUTSIDE THE
UNITED STATES OR BY OR ON BEHALF OF SUCH BORROWER BY A PAYOR THAT IS NOT A
UNITED STATES PERSON, IF SUCH BORROWER DETERMINES THAT NO TAXES ARE PAYABLE IN
RESPECT THEREOF, SUCH BORROWER SHALL FURNISH, OR SHALL CAUSE SUCH PAYOR TO
FURNISH, TO THE ADMINISTRATIVE AGENT, AT SUCH ADDRESS, AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT STATING THAT SUCH PAYMENT IS
EXEMPT FROM TAXES.
FOR PURPOSES OF THIS SUBSECTION (D) AND SUBSECTION (E), THE
TERMS "UNITED STATES" AND "UNITED STATES PERSON" SHALL HAVE THE MEANINGS
SPECIFIED IN SECTION 7701 OF THE INTERNAL REVENUE CODE.
(E)
EACH LENDER PARTY ORGANIZED UNDER THE LAWS OF A JURISDICTION
OUTSIDE THE UNITED STATES SHALL, ON OR PRIOR TO THE DATE OF ITS EXECUTION AND
DELIVERY OF THIS AGREEMENT IN THE CASE OF EACH INITIAL LENDER OR THE EXISTING
ISSUING BANK, AS THE CASE MAY BE, AND ON THE DATE OF THE ASSIGNMENT AND
ACCEPTANCE PURSUANT TO WHICH A PERSON BECOMES A LENDER PARTY IN THE CASE OF EACH
OTHER LENDER PARTY, AND FROM TIME TO TIME THEREAFTER AS REQUESTED IN WRITING BY
THE U.S. BORROWER (BUT ONLY SO LONG THEREAFTER AS SUCH LENDER PARTY REMAINS
LAWFULLY ABLE TO DO SO), PROVIDE EACH OF THE ADMINISTRATIVE AGENT AND THE U.S.
BORROWER WITH TWO ORIGINAL PROPERLY COMPLETED AND DULY EXECUTED INTERNAL REVENUE
SERVICE FORMS W-8BEN OR W-8ECI OR (IN THE CASE OF A LENDER PARTY THAT HAS
CERTIFIED IN WRITING TO THE ADMINISTRATIVE AGENT THAT IT IS NOT (I) A "BANK" AS
DEFINED IN SECTION 881(C)(3)(A) OF THE INTERNAL REVENUE CODE), (II) A 10-PERCENT
SHAREHOLDER (WITHIN THE MEANING OF SECTION 871(H)(3)(B) OF THE INTERNAL REVENUE
CODE) OF SUCH BORROWER OR (III) A CONTROLLED FOREIGN CORPORATION RELATED TO SUCH
BORROWER (WITHIN THE MEANING OF SECTION 864(D)(4) OF THE INTERNAL REVENUE 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
PARTY IS EXEMPT FROM OR ENTITLED TO A REDUCED RATE OF UNITED STATES WITHHOLDING
TAX ON PAYMENTS PURSUANT TO THIS AGREEMENT OR THE LENDER NOTES OR, IN THE CASE
OF A LENDER PARTY THAT HAS CERTIFIED THAT IT IS NOT A "BANK" AS DESCRIBED ABOVE,
CERTIFYING THAT SUCH LENDER PARTY IS A FOREIGN CORPORATION, PARTNERSHIP, ESTATE
OR TRUST.
SUCH LENDER PARTY HEREBY AGREES, FROM TIME TO TIME AFTER THE INITIAL
DELIVERY OF SUCH FORMS OR CERTIFICATES, WHENEVER A LAPSE IN TIME OR CHANGE IN
CIRCUMSTANCES RENDERS SUCH FORMS OR CERTIFICATES OBSOLETE OR INACCURATE IN ANY
MATERIAL RESPECT, THAT IT SHALL PROMPTLY (I) DELIVER TO THE U.S.