TO THE EXTENT SUCH A RECEIPT IS ISSUED THEREFOR, OR
OTHER WRITTEN PROOF OF PAYMENT THEREOF THAT IS REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT. IN THE CASE OF ANY PAYMENT HEREUNDER OR UNDER THE NOTES OR
THE OTHER LOAN DOCUMENTS BY OR ON BEHALF OF A LOAN PARTY THROUGH AN ACCOUNT OR
BRANCH OUTSIDE THE UNITED STATES OR BY A PAYOR THAT IS NOT A UNITED STATES
PERSON, IF SUCH LOAN PARTY DETERMINES THAT NO TAXES ARE PAYABLE IN RESPECT
THEREOF, SUCH LOAN PARTY SHALL FURNISH, OR SHALL CAUSE SUCH PAYOR TO FURNISH, TO
THE ADMINISTRATIVE AGENT, AT SUCH ADDRESS, AN OPINION OF COUNSEL ACCEPTABLE TO
THE ADMINISTRATIVE AGENT STATING THAT SUCH PAYMENT IS EXEMPT FROM TAXES.
(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 PARTY AND ON THE
DATE OF THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH IT BECOMES A LENDER
PARTY IN THE CASE OF EACH OTHER LENDER PARTY, AND FROM TIME TO TIME THEREAFTER
AS REASONABLY REQUESTED IN WRITING BY THE BORROWERS (BUT ONLY SO LONG THEREAFTER
AS SUCH LENDER PARTY REMAINS LAWFULLY ABLE TO DO SO), PROVIDE EACH OF THE
ADMINISTRATIVE AGENT AND THE BORROWERS WITH TWO ORIGINAL 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 THE BORROWERS OR (III) A CONTROLLED FOREIGN CORPORATION RELATED TO THE
BORROWERS (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 NOTES OR ANY OTHER
LOAN DOCUMENT 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 ENTITLED TO EXEMPTION FROM WITHHOLDING
AS PORTFOLIO INTEREST UNDER SECTION 871(H) OR 881(C) OF THE INTERNAL REVENUE
CODE. IF THE FORMS PROVIDED BY A LENDER PARTY AT THE TIME SUCH LENDER PARTY
FIRST BECOMES A PARTY TO THIS AGREEMENT INDICATE 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 PARTY 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 FORMS; PROVIDED, HOWEVER, THAT IF, AT THE EFFECTIVE DATE OF THE
ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH