TAXES OR OTHER TAXES WERE CORRECTLY OR
LEGALLY IMPOSED OR ASSERTED BY THE RELEVANT GOVERNMENTAL AUTHORITY. A
CERTIFICATE AS TO THE AMOUNT OF SUCH PAYMENT OR LIABILITY DELIVERED TO
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THE BORROWER BY A LENDER OR THE ISSUING BANK, OR BY THE ADMINISTRATIVE AGENT ON
ITS OWN BEHALF OR ON BEHALF OF A LENDER OR THE ISSUING BANK, SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR.
(D)
AS SOON AS PRACTICABLE AFTER ANY PAYMENT OF
INDEMNIFIED TAXES OR OTHER TAXES BY THE BORROWER TO A GOVERNMENTAL AUTHORITY,
THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT THE ORIGINAL OR A
CERTIFIED COPY OF A RECEIPT ISSUED BY SUCH GOVERNMENTAL AUTHORITY EVIDENCING
SUCH PAYMENT, A COPY OF THE RETURN REPORTING SUCH PAYMENT OR OTHER EVIDENCE OF
SUCH PAYMENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(E)
ANY FOREIGN LENDER THAT IS ENTITLED TO AN EXEMPTION FROM OR
REDUCTION OF WITHHOLDING TAX UNDER THE CODE OR ANY TREATY TO WHICH THE UNITED
STATES IS A PARTY, WITH RESPECT TO PAYMENTS UNDER THIS AGREEMENT SHALL DELIVER
TO THE BORROWER (WITH A COPY TO THE ADMINISTRATIVE AGENT), ON OR PRIOR TO THE
DATE ON WHICH SUCH FOREIGN LENDER BECOMES A LENDER OR A PARTICIPANT UNDER THIS
AGREEMENT, SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION PRESCRIBED BY
APPLICABLE LAW OR REASONABLY REQUESTED BY THE BORROWER AS WILL PERMIT SUCH
PAYMENTS TO BE MADE WITHOUT WITHHOLDING OR AT A REDUCED RATE. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, EACH FOREIGN LENDER AGREES THAT IT WILL DELIVER
TO THE ADMINISTRATIVE AGENT AND THE BORROWER (OR IN THE CASE OF A PARTICIPANT,
TO THE LENDER FROM WHICH THE RELATED PARTICIPATION SHALL HAVE BEEN PURCHASED),
AS APPROPRIATE, TWO (2) DULY COMPLETED COPIES OF (I) INTERNAL REVENUE SERVICE
FORM W-8 ECI, OR ANY SUCCESSOR FORM THERETO, CERTIFYING THAT THE PAYMENTS
RECEIVED FROM THE BORROWER HEREUNDER ARE EFFECTIVELY CONNECTED WITH SUCH FOREIGN
LENDER'S CONDUCT OF A TRADE OR BUSINESS IN THE UNITED STATES; OR (II) INTERNAL
REVENUE SERVICE FORM W-8 BEN, OR ANY SUCCESSOR FORM THERETO, CERTIFYING THAT
SUCH FOREIGN LENDER IS ENTITLED TO BENEFITS UNDER AN INCOME TAX TREATY TO WHICH
THE UNITED STATES IS A PARTY WHICH REDUCES THE RATE OF WITHHOLDING TAX ON
PAYMENTS OF INTEREST; OR (III) INTERNAL REVENUE SERVICE FORM W-8 BEN, OR ANY
SUCCESSOR FORM PRESCRIBED BY THE INTERNAL REVENUE SERVICE, TOGETHER WITH A
CERTIFICATE (A) ESTABLISHING THAT THE PAYMENT TO THE FOREIGN LENDER QUALIFIES AS
"PORTFOLIO INTEREST" EXEMPT FROM U.S. WITHHOLDING TAX UNDER CODE SECTION 871(H)
OR 881(C), AND (B) STATING THAT (1) THE FOREIGN LENDER IS NOT A BANK FOR
PURPOSES OF CODE SECTION 881(C)(3)(A), OR THE OBLIGATION OF THE BORROWER
HEREUNDER IS NOT, WITH RESPECT TO SUCH FOREIGN LENDER, A LOAN AGREEMENT ENTERED
INTO IN THE ORDINARY COURSE OF ITS TRADE OR BUSINESS, WITHIN THE MEANING OF THAT
SECTION; (2) THE FOREIGN LENDER IS NOT A 10% SHAREHOLDER OF THE BORROWER WITHIN
THE MEANING OF CODE SECTION 871(H)(3) OR 881(C)(3)(B); AND (3) THE FOREIGN
LENDER IS NOT A CONTROLLED FOREIGN CORPORATION THAT IS RELATED TO THE