AGENT MAY, WITHOUT REDUCTION, WITHHOLD ANY
TAXES REQUIRED TO BE DEDUCTED AND WITHHELD FROM ANY PAYMENT UNDER ANY OF THE
LOAN DOCUMENTS WITH RESPECT TO WHICH THE BORROWER IS NOT 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
140
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 AND SUCH FAILURE TO WITHHOLD OR BACKUP WITHHOLD WAS
DIRECTLY CAUSED BY SUCH LENDER'S FAILURE TO COMPLY WITH SECTION 10.15(A)(I) OR
(II) HEREOF, 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 SENIOR CREDIT OBLIGATIONS HEREUNDER AND
THE RESIGNATION OF THE ADMINISTRATIVE AGENT.
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 LOAN DOCUMENTS (OTHER THAN LETTERS OF
CREDIT AND OTHER THAN AS EXPRESSLY SET FORTH IN SUCH OTHER 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.
EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE, PUBLICATION NO. 500 AND, AS TO MATTERS NOT GOVERNED BY SUCH UNIFORM
CUSTOMS, 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 LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN
NEW YORK