THIS SECTION 10.15(A) OR SECTION 10.15(B) SHALL RELIEVE ANY BORROWER
OF ITS OBLIGATION TO PAY ANY AMOUNTS PURSUANT TO SECTION 3.01 IN THE EVENT THAT,
AS A RESULT OF ANY CHANGE IN ANY APPLICABLE LAW, TREATY OR GOVERNMENTAL RULE,
REGULATION OR ORDER, OR ANY CHANGE IN THE INTERPRETATION, ADMINISTRATION OR
144
APPLICATION THEREOF, SUCH LENDER IS NO LONGER PROPERLY ENTITLED TO DELIVER
FORMS, CERTIFICATES OR OTHER EVIDENCE AT A SUBSEQUENT DATE ESTABLISHING THE FACT
THAT SUCH LENDER OR OTHER PERSON FOR THE ACCOUNT OF WHICH SUCH LENDER RECEIVES
ANY SUMS PAYABLE UNDER ANY OF THE LOAN DOCUMENTS IS NOT SUBJECT TO WITHHOLDING
OR IS SUBJECT TO WITHHOLDING AT A REDUCED RATE AND (II) NOTHING IN THIS
SECTION 10.15(A) SHALL RELIEVE ANY BORROWER OF ITS OBLIGATION TO PAY ANY AMOUNTS
PURSUANT TO SECTION 3.01 IN THE EVENT THAT THE REQUIREMENTS OF
SECTION 10.15(A)(II) OR 10.15(A)(III) HAVE NOT BEEN SATISFIED IF SUCH BORROWER
IS ENTITLED, UNDER APPLICABLE LAW, TO RELY ON ANY APPLICABLE FORMS AND
STATEMENTS REQUIRED TO BE PROVIDED UNDER THIS SECTION 10.15 BY THE LENDER THAT
DOES NOT ACT OR HAS CEASED TO ACT FOR ITS OWN ACCOUNT UNDER ANY OF THE LOAN
DOCUMENTS, INCLUDING IN THE CASE OF A TYPICAL PARTICIPATION.
(V)
THE ADMINISTRATIVE AGENT MAY DEDUCT AND WITHHOLD ANY TAXES REQUIRED BY ANY
LAWS TO BE DEDUCTED AND WITHHELD FROM ANY PAYMENT UNDER ANY OF THE
LOAN DOCUMENTS.
(B)
EACH LENDER AND AGENT THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING
OF SECTION 7701(A)(30) OF THE CODE (EACH, A "U.S. LENDER") SHALL DELIVER TO THE
ADMINISTRATIVE AGENT AND THE COMPANY TWO DULY SIGNED, PROPERLY COMPLETED COPIES
OF IRS FORM W-9 ON OR PRIOR TO THE CLOSING DATE (OR ON OR PRIOR TO THE DATE IT
BECOMES A PARTY TO THIS AGREEMENT), CERTIFYING THAT SUCH U.S. LENDER IS ENTITLED
TO AN EXEMPTION FROM UNITED STATES BACKUP WITHHOLDING TAX, OR ANY SUCCESSOR
FORM.
IF SUCH U.S. LENDER FAILS TO DELIVER SUCH FORMS, THEN THE ADMINISTRATIVE
AGENT MAY WITHHOLD FROM ANY PAYMENT TO SUCH U.S. LENDER AN AMOUNT EQUIVALENT TO
THE APPLICABLE BACKUP WITHHOLDING TAX IMPOSED BY THE CODE.
THEREAFTER AND FROM
TIME TO TIME, EACH SUCH U.S. LENDER SHALL (A) PROMPTLY SUBMIT TO THE COMPANY AND
THE ADMINISTRATIVE AGENT SUCH ADDITIONAL DULY COMPLETED AND SIGNED COPIES OF ONE
OR MORE OF SUCH FORMS OR CERTIFICATES (OR SUCH SUCCESSOR FORMS) AS MAY THEN BE
AVAILABLE UNDER THEN CURRENT UNITED STATES LAWS AND REGULATIONS TO AVOID, OR
SUCH EVIDENCE AS IS REASONABLY SATISFACTORY TO THE COMPANY AND THE
ADMINISTRATIVE AGENT OF ANY AVAILABLE EXEMPTION FROM UNITED STATES BACK UP
WITHHOLDING TAXES IN RESPECT OF ALL PAYMENTS TO BE MADE TO SUCH U.S. LENDER BY
THE COMPANY OR OTHER LOAN PARTY PURSUANT TO THIS AGREEMENT, OR ANY OTHER LOAN
DOCUMENT, IN EACH CASE, (1) ON OR BEFORE THE DATE THAT ANY SUCH FORM OR OTHER
EVIDENCE EXPIRES OR BECOMES OBSOLETE, (2) AFTER THE OCCURRENCE OF ANY EVENT
REQUIRING A CHANGE IN THE MOST RECENT FORM OR EVIDENCE PREVIOUSLY DELIVERED BY
IT