TERM LOAN DOCUMENTS WITH RESPECT TO WHICH NO BORROWER IS REQUIRED TO PAY
ADDITIONAL AMOUNTS UNDER THIS SECTION 10.15(A).
(B)
CERTAIN PROVISIONS PERTINENT TO US LENDERS.
UPON THE REQUEST OF
THE ADMINISTRATIVE AGENT, EACH LENDER THAT IS A "UNITED STATES PERSON" WITHIN
THE MEANING OF SECTION 7701(A)(30) OF THE CODE SHALL DELIVER TO THE
ADMINISTRATIVE AGENT TWO DULY SIGNED COMPLETED COPIES OF IRS FORM W-9.
IF SUCH
LENDER FAILS TO DELIVER SUCH FORMS, THEN THE ADMINISTRATIVE AGENT MAY WITHHOLD
FROM ANY INTEREST PAYMENT TO SUCH LENDER AN AMOUNT EQUIVALENT TO THE APPLICABLE
BACK-UP WITHHOLDING TAX IMPOSED BY THE CODE, WITHOUT REDUCTION.
(C)
LENDER INDEMNIFICATION.
IF ANY GOVERNMENTAL AUTHORITY ASSERTS
THAT THE ADMINISTRATIVE AGENT DID NOT PROPERLY WITHHOLD OR BACKUP WITHHOLD, AS
THE CASE MAY BE, ANY TAX OR OTHER AMOUNT FROM PAYMENTS MADE TO OR FOR THE
ACCOUNT OF ANY LENDER, SUCH LENDER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT
THEREFOR, INCLUDING ALL PENALTIES AND INTEREST, ANY TAXES IMPOSED BY ANY
JURISDICTION ON THE AMOUNTS PAYABLE TO THE ADMINISTRATIVE AGENT UNDER THIS
SECTION, AND COSTS AND EXPENSES (INCLUDING ATTORNEY COSTS) OF THE ADMINISTRATIVE
AGENT.
THE OBLIGATION OF THE LENDERS UNDER THIS SECTION SHALL SURVIVE THE
TERMINATION OF THE COMMITMENTS, REPAYMENT OF ALL OTHER TERM LOAN OBLIGATIONS
HEREUNDER AND THE RESIGNATION OF THE ADMINISTRATIVE AGENT.
108
SECTION 10.16
HEADINGS.
THE HEADINGS OF THE SECTIONS AND SUBSECTIONS HEREOF
ARE PROVIDED FOR CONVENIENCE ONLY AND SHALL NOT IN ANY WAY AFFECT THE MEANING OR
CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
SECTION 10.17
GOVERNING LAW; SUBMISSION TO JURISDICTION.
(A)
THIS AGREEMENT AND THE OTHER TERM LOAN DOCUMENTS (OTHER THAN AS
EXPRESSLY SET FORTH IN SUCH OTHER TERM LOAN DOCUMENTS) AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.
(B)
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER TERM LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK IN NEW YORK COUNTY, OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF HOLDINGS AND
EACH BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONAL, THE NONEXCLUSIVE JURISDICTION OF SUCH
COURTS.
EACH OF HOLDINGS AND EACH BORROWER IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH COURT AND ANY CLAIM
THAT ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
(C)
EACH OF HOLDINGS AND EACH BORROWER HEREBY CONSENTS TO PROCESS
BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF A COPY
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN