COMPANY'S OBLIGATIONS UNDER SECTIONS 2.21(A) OR (B), THE COMPANY SHALL
FURNISH TO THE AGENT, AT ITS ADDRESS REFERRED TO ON THE SIGNATURE PAGE HEREOF A
CERTIFIED COPY OF A RECEIPT EVIDENCING PAYMENT THEREOF.
IN THE CASE OF ANY
PAYMENT HEREUNDER OR UNDER THE NOTES BY OR ON BEHALF OF THE COMPANY THROUGH AN
ACCOUNT OR BRANCH OUTSIDE THE UNITED STATES OR BY OR ON BEHALF OF THE COMPANY BY
A PAYOR THAT IS NOT A UNITED STATES PERSON, IF THE COMPANY DETERMINES THAT NO
TAXES ARE PAYABLE IN RESPECT THEREOF, THE COMPANY SHALL FURNISH OR SHALL CAUSE
SUCH PAYOR TO FURNISH, TO THE AGENT, AT SUCH ADDRESS, AN OPINION OF COUNSEL
ACCEPTABLE TO THE AGENT STATING THAT SUCH PAYMENT IS EXEMPT FROM TAXES.
FOR
PURPOSES OF THIS SUBSECTION (C) AND SUBSECTION (D), THE TERMS "UNITED STATES"
AND "UNITED STATES PERSON" SHALL HAVE THE MEANINGS SPECIFIED IN SECTION 7701 OF
THE INTERNAL REVENUE CODE.
(D)
LENDERS TO SUBMIT FORMS.
EACH LENDER, AS OF THE DATE IT BECOMES A
PARTY HERETO, REPRESENTS TO THE COMPANY AND THE AGENT THAT IT IS EITHER (I) A
CORPORATION ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF
OR (II) IS ENTITLED TO COMPLETE EXEMPTION FROM UNITED STATES WITHHOLDING TAX
IMPOSED ON OR WITH RESPECT TO ANY PAYMENTS, INCLUDING FEES, TO BE MADE PURSUANT
TO THIS AGREEMENT (X) UNDER AN APPLICABLE PROVISION OF A TAX CONVENTION TO WHICH
THE UNITED STATES IS A PARTY OR (Y) BECAUSE IT IS ACTING THROUGH A BRANCH,
AGENCY OR OFFICE IN THE UNITED STATES AND ANY PAYMENT TO BE RECEIVED BY IT
HEREUNDER IS EFFECTIVELY CONNECTED WITH A TRADE OR BUSINESS IN THE UNITED
STATES.
EACH LENDER THAT IS NOT A UNITED STATES PERSON (AS SUCH TERM IS DEFINED
IN SECTION 7701(A)(30) OF THE CODE) SHALL SUBMIT TO THE COMPANY AND THE AGENT,
ON OR BEFORE THE DAY ON WHICH SUCH LENDER BECOMES A LENDER, A DULY COMPLETED AND
SIGNED COPY OF EITHER FORM W-8BEN OR FORM W-8ECI OF THE UNITED STATES INTERNAL
REVENUE SERVICE.
FORM W-8BEN SHALL INCLUDE THE FOREIGN LENDER'S UNITED STATES
TAXPAYER IDENTIFICATION NUMBER IF REQUIRED UNDER THE CURRENT REGULATIONS TO
CLAIM
20
EXEMPTION FROM WITHHOLDING PURSUANT TO A TAX CONVENTION.
THEREAFTER AND FROM
TIME TO TIME, EACH SUCH LENDER SHALL SUBMIT TO THE COMPANY AND THE AGENT SUCH
ADDITIONAL DULY COMPLETED AND SIGNED COPIES OF ONE OR THE OTHER OF SUCH FORMS
(OR SUCH SUCCESSOR FORMS AS SHALL BE ADOPTED FROM TIME TO TIME BY THE RELEVANT
UNITED STATES TAXING AUTHORITIES) AS MAY BE (I) REASONABLY REQUESTED BY THE
COMPANY OR THE AGENT AND (II) REQUIRED AND PERMITTED UNDER THEN-CURRENT UNITED
STATES LAW OR REGULATIONS TO AVOID UNITED STATES WITHHOLDING TAXES ON PAYMENTS
IN RESPECT OF ALL PAYMENTS TO BE RECEIVED BY SUCH LENDER HEREUNDER.
UPON THE
REQUEST OF THE COMPANY OR THE AGENT, EACH LENDER THAT IS A UNITED STATES PERSON
(AS SUCH TERM IS DEFINED IN SECTION 7701(A)(30) OF THE CODE) SHALL SUBMIT TO THE
COMPANY AND THE AGENT A