NOT ACTING FOR ITS OWN ACCOUNT WITH
RESPECT TO A PORTION OF ANY SUCH SUMS PAYABLE TO SUCH FOREIGN LENDER.
(C)
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 BORROWER TWO
DULY SIGNED, PROPERLY COMPLETED COPIES OF IRS FORM W-9 (OR ANY SUCCESSOR FORM)
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.
(D)
NO LOAN PARTY SHALL BE REQUIRED TO PAY ANY
ADDITIONAL AMOUNT OR ANY INDEMNITY PAYMENT UNDER SECTION 3.01 TO (A) ANY LENDER
TO THE EXTENT TAXES ARE NOT DUE BUT FOR THE FAILURE OF SUCH LENDER TO SATISFY
THE FOREGOING PROVISIONS OF THIS SECTION 10.15 OR (B) ANY LENDER TO THE EXTENT
SUCH AMOUNTS ARE UNITED STATES WITHHOLDING TAXES IMPOSED ON AMOUNTS PAYABLE TO
SUCH LENDER AT THE TIME SUCH LENDER BECOMES A PARTY TO THIS AGREEMENT, EXCEPT TO
THE EXTENT SUCH LENDER'S ASSIGNOR (IF ANY) WAS ENTITLED, AT THE TIME OF THE
ASSIGNMENT, TO RECEIVE ADDITIONAL AMOUNTS FROM THE BORROWER WITH RESPECT TO SUCH
TAXES PURSUANT TO SECTION 3.01 OF THIS AGREEMENT; PROVIDED THAT (I) IF SUCH
LENDER SHALL HAVE SATISFIED THE REQUIREMENT OF THIS SECTION 10.15 ON THE DATE
REQUIRED IN THIS SECTION 10.15, NOTHING IN THIS SECTION 10.15 SHALL RELIEVE THE
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 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
144
WITHHOLDING AT A REDUCED RATE AND (II) NOTHING IN THIS SECTION 10.15 SHALL
RELIEVE THE BORROWER OF ITS OBLIGATION TO PAY ANY AMOUNTS PURSUANT TO
SECTION 3.01 IN THE EVENT THAT THE REQUIREMENTS OF 10.15(B) HAVE NOT BEEN
SATISFIED IF THE 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 FOREIGN 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.
(E)
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. GOVERNING LAW. (A)
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK; PROVIDED, HOWEVER,