COPIES OF IRS FORM W-8IMY (OR ANY SUCCESSOR THERETO),
TOGETHER WITH ANY INFORMATION SUCH NON-US LENDER CHOOSES TO TRANSMIT WITH SUCH
FORM, AND ANY OTHER CERTIFICATE OR STATEMENT OF EXEMPTION REQUIRED UNDER THE
CODE, TO ESTABLISH THAT SUCH NON-US LENDER IS NOT ACTING FOR ITS OWN ACCOUNT
WITH RESPECT TO A PORTION OF ANY SUCH SUMS PAYABLE TO SUCH NON-US LENDER.
(III)
IF ANY FORM OR DOCUMENT REFERRED TO IN THIS SECTION 10.15
REQUIRES THE DISCLOSURE OF INFORMATION, OTHER THAN INFORMATION NECESSARY TO
COMPUTE THE TAX PAYABLE AND INFORMATION REQUIRED ON THE DATE HEREOF BY INTERNAL
REVENUE SERVICE, THAT THE APPLICABLE NON-US LENDER REASONABLY CONSIDERS TO BE
CONFIDENTIAL, SUCH LENDER SHALL GIVE NOTICE THEREOF TO THE BORROWERS AND SHALL
NOT BE OBLIGATED TO INCLUDE IN SUCH FORM OR DOCUMENT SUCH CONFIDENTIAL
INFORMATION.
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(IV)
THE BORROWERS SHALL NOT BE REQUIRED TO PAY ANY ADDITIONAL AMOUNT
OR ANY INDEMNITY PAYMENT UNDER SECTION 3.01 TO (A) ANY NON-US LENDER WITH
RESPECT TO ANY TAXES REQUIRED TO BE DEDUCTED OR WITHHELD ON THE BASIS OF THE
INFORMATION, CERTIFICATES OR STATEMENTS OF EXEMPTION SUCH LENDER TRANSMITS
PURSUANT TO THIS SECTION 10.15(A), OR (B) ANY NON-US LENDER WITH RESPECT TO ANY
TAXES REQUIRED TO THE DEDUCTED OR WITHHELD BY REASON OF SUCH NON-US LENDER'S
FAILURE TO SATISFY THE FOREGOING PROVISIONS OF THIS SECTION 10.15(A), WITH
RESPECT TO TAXES REQUIRED TO BE DEDUCTED OR WITHHELD BY REASON OF SUCH US
LENDER'S FAILURE; PROVIDED THAT IF SUCH LENDER SHALL HAVE SATISFIED THE
REQUIREMENT OF THIS SECTION 10.15(A) ON THE DATE SUCH LENDER BECAME A LENDER TO
THE BORROWERS OR CEASED TO ACT FOR ITS OWN ACCOUNT WITH RESPECT TO ANY PAYMENT
UNDER ANY OF THE LOAN DOCUMENTS, NOTHING IN THIS SECTION 10.15(A) SHALL RELIEVE
THE BORROWERS OF THEIR OBLIGATION TO PAY ANY AMOUNTS PURSUANT TO SECTION 3.01 IF
SUCH LENDER'S FAILURE TO SATISFY THE PROVISIONS OF SECTION 10.15(A) IS
REASONABLY THE RESULT OF ANY CHANGE IN ANY APPLICABLE LAW, TREATY OR
GOVERNMENTAL RULE, REGULATION OR ORDER, OR ANY CHANGE IN THE INTERPRETATION,
ADMINISTRATION OR APPLICATION THEREOF.
(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.
SECTION 10.16. Process Agent. Each party to this Agreement irrevocably consents
to service of process in the manner provided for notices in Section 10.02. In
addition, each Loan Party not organized in the United States of America or a
state thereof hereby irrevocably appoints National Registered Agents, Inc. (the
"Process Agent") with an office on the date hereof at 111 Eighth Avenue, New
York, New York 10011 in the United States, as its agent to receive on behalf of
such Loan Party and its property service of copies of the summons and complaint
and any other process that may be served in any such action or proceeding. Such
service may be made by mailing or delivering a copy of such process to such Loan
Party in care of the Process Agent at