PROVISIONS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL NOT BE AFFECTED OR IMPAIRED THEREBY
AND (II) THE PARTIES SHALL ENDEAVOR IN GOOD FAITH NEGOTIATIONS TO REPLACE 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 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 FOREIGN 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 BORROWER 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
AN EXEMPTION FROM TAX ON PAYMENTS PURSUANT TO THIS AGREEMENT OR ANY OTHER 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
139
SATISFACTORY TO THE BORROWER AND THE ADMINISTRATIVE AGENT OF ANY AVAILABLE
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
THE 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