THE ILLEGAL, INVALID OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS
THE ECONOMIC EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE ILLEGAL,
INVALID OR UNENFORCEABLE PROVISIONS.
THE INVALIDITY OF A PROVISION IN A
PARTICULAR JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH
PROVISION IN ANY OTHER JURISDICTION.
SECTION 10.15
TAX FORMS.
(A)
CERTAIN PROVISIONS PERTINENT TO FOREIGN LENDERS.
(I)
EACH LENDER THAT IS NOT A "UNITED STATES PERSON" WITHIN THE
MEANING OF SECTION 7701(A)(30) OF THE CODE (A "FOREIGN LENDER") SHALL DELIVER TO
THE ADMINISTRATIVE AGENT, PRIOR TO RECEIPT OF ANY PAYMENT SUBJECT TO WITHHOLDING
UNDER THE CODE (OR UPON ACCEPTING AN ASSIGNMENT OF AN INTEREST HEREIN), TWO DULY
SIGNED AND PROPERLY COMPLETED COPIES OF WHICHEVER OF THE FOLLOWING FORMS IS
APPLICABLE: (A) INTERNAL REVENUE SERVICE FORM W-8BEN, CERTIFYING THAT SUCH
FOREIGN LENDER IS ENTITLED TO BENEFITS UNDER AN INCOME TAX TREATY TO WHICH THE
UNITED STATES IS A PARTY THAT REDUCES TO ZERO THE RATE OF WITHHOLDING ON
PAYMENTS OF INTEREST; (B) INTERNAL REVENUE SERVICE FORM W-8ECI; (C) INTERNAL
REVENUE SERVICE FORM W-8IMY (INCLUDING ALL APPROPRIATE ATTACHMENTS); (D) IN THE
CASE OF A FOREIGN LENDER CLAIMING THE BENEFITS OF THE EXEMPTION FOR PORTFOLIO
INTEREST UNDER SECTION 881(C) OF THE CODE, (X) A CERTIFICATE TO THE EFFECT THAT
SUCH NON-US LENDER IS NOT (1) A "BANK" WITHIN THE MEANING OF SECTION
881(C)(3)(A) OF THE CODE, (2) A "10 PERCENT SHAREHOLDER" OF THE COMPANY WITHIN
THE MEANING OF SECTION 881(C)(3)(B) OF THE CODE, OR (3) A "CONTROLLED FOREIGN
CORPORATION" DESCRIBED IN SECTION 881(C)(3)(C) OF THE CODE AND (Y) DULY
COMPLETED COPIES OF INTERNAL REVENUE SERVICE FORM W-8BEN; OR (E) ANY OTHER FORM
OR CERTIFICATE REQUIRED BY ANY TAXING AUTHORITY (INCLUDING ANY CERTIFICATE
REQUIRED BY SECTION 871(H) OF THE INTERNAL REVENUE CODE), CERTIFYING THAT SUCH
FOREIGN LENDER IS ENTITLED TO A COMPLETE EXEMPTION FROM TAX ON PAYMENTS PURSUANT
TO THIS AGREEMENT OR ANY OTHER TERM LOAN DOCUMENT.
THEREAFTER AND FROM TIME TO
TIME, EACH SUCH FOREIGN LENDER SHALL (A) PROMPTLY SUBMIT TO THE ADMINISTRATIVE
AGENT SUCH ADDITIONAL DULY COMPLETED AND SIGNED COPIES OF ONE OF SUCH FORMS (OR
SUCH SUCCESSOR FORMS AS SHALL BE ADOPTED FROM TIME TO TIME BY THE RELEVANT
UNITED STATES TAXING AUTHORITIES) AS MAY THEN BE AVAILABLE UNDER THEN CURRENT
UNITED STATES LAWS AND REGULATIONS TO AVOID, OR SUCH EVIDENCE AS IS SATISFACTORY
TO THE COMPANY AND THE ADMINISTRATIVE AGENT OF ANY AVAILABLE COMPLETE EXEMPTION
FROM, UNITED STATES WITHHOLDING TAXES IN RESPECT OF ALL PAYMENTS TO BE MADE TO
SUCH FOREIGN LENDER BY THE BORROWER PURSUANT TO THIS AGREEMENT, (B) PROMPTLY
NOTIFY THE ADMINISTRATIVE AGENT OF ANY CHANGE IN CIRCUMSTANCES WHICH WOULD
MODIFY OR RENDER INVALID ANY CLAIMED EXEMPTION OR REDUCTION, AND (C) IF ANY
BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO OR FOR THE ACCOUNT OF SUCH
LENDER PURSUANT TO SECTION 3.01 HEREOF, THEN SUCH LENDER WILL USE REASONABLE
EFFORTS TO CHANGE THE JURISDICTION OF ITS APPLICABLE LENDING OFFICE IF, IN THE
JUDGMENT OF SUCH LENDER, SUCH CHANGE WOULD (X) ELIMINATE OR REDUCE