NOT BE REQUIRED TO DELIVER ANY FORM PURSUANT TO THIS
SUBSECTION THAT SUCH NON-U.S. LENDER IS NOT LEGALLY ABLE TO DELIVER.
(G)
THE BORROWER WILL NOT BE REQUIRED TO PAY ANY
ADDITIONAL AMOUNTS IN RESPECT OF UNITED STATES FEDERAL INCOME TAX PURSUANT TO
SUBSECTION 10.1(D) TO ANY LENDER FOR THE ACCOUNT OF ANY LENDING OFFICE OF SUCH
LENDER:
(I)
IF THE OBLIGATION TO PAY SUCH ADDITIONAL
AMOUNTS WOULD NOT HAVE ARISEN BUT FOR A FAILURE BY SUCH LENDER TO COMPLY WITH
ITS OBLIGATIONS UNDER SUBSECTION 10.1(F) IN RESPECT OF SUCH LENDING OFFICE; OR
(II)
IF SUCH LENDER SHALL HAVE DELIVERED TO THE
BORROWER A FORM W-8BEN AND/OR FORM W-8ECI (OR ANY SUBSEQUENT VERSIONS THEREOF OR
SUCCESSORS THERETO) IN RESPECT OF SUCH LENDING OFFICE PURSUANT TO
SUBSECTION 10.1(F), AND SUCH LENDER SHALL NOT AT ANY TIME BE ENTITLED TO
EXEMPTION FROM DEDUCTION OR WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX IN
RESPECT OF PAYMENTS BY THE BORROWER HEREUNDER FOR THE ACCOUNT OF SUCH LENDING
OFFICE FOR ANY REASON OTHER THAN A CHANGE IN UNITED STATES LAW, TREATY OR
REGULATIONS OR IN THE OFFICIAL INTERPRETATION OF SUCH LAW OR REGULATIONS BY ANY
GOVERNMENTAL AUTHORITY CHARGED WITH THE INTERPRETATION OR ADMINISTRATION THEREOF
(WHETHER OR NOT HAVING THE FORCE OF LAW) AFTER THE DATE OF DELIVERY OF SUCH
FORM W-8BEN AND/OR FORM W-8ECI (OR ANY SUBSEQUENT VERSIONS THEREOF OR SUCCESSORS
THERETO); OR
(III)
IF SUCH LENDER HAS BEEN NOTIFIED BY THE
INTERNAL REVENUE SERVICE THAT SUCH LENDER IS SUBJECT TO BACKUP WITHHOLDING FOR
FAILING TO REPORT INTEREST AND DIVIDENDS RECEIVED, UNLESS AND EXCEPT TO THE
EXTENT SUCH NOTICE IS REVOKED, TERMINATED OR OTHERWISE OVERTURNED OR VACATED.
(H)
IF, AT ANY TIME, THE BORROWER REQUESTS ANY
LENDER TO DELIVER ANY FORMS OR OTHER DOCUMENTATION PURSUANT TO
SUBSECTION 10.1(F), THEN THE BORROWER SHALL, ON DEMAND OF SUCH LENDER THROUGH
THE AGENT, REIMBURSE SUCH LENDER FOR ANY COSTS AND EXPENSES (INCLUDING ATTORNEY
COSTS) REASONABLY INCURRED BY SUCH LENDER IN THE PREPARATION OR DELIVERY OF SUCH
FORMS OR OTHER DOCUMENTATION.
72
(I)
IF THE BORROWER IS REQUIRED TO PAY
ADDITIONAL AMOUNTS TO ANY LENDER OR THE AGENT PURSUANT TO SUBSECTION 10.1(D),
THEN SUCH LENDER SHALL USE ITS REASONABLE BEST EFFORTS (CONSISTENT WITH LEGAL
AND REGULATORY RESTRICTIONS) TO CHANGE THE JURISDICTION OF ITS LENDING OFFICE SO
AS TO ELIMINATE ANY SUCH ADDITIONAL PAYMENT BY THE BORROWER WHICH MAY THEREAFTER
ACCRUE IF SUCH CHANGE IN THE JUDGMENT OF SUCH LENDER IS NOT OTHERWISE
DISADVANTAGEOUS TO SUCH LENDER.
FURTHER, WITHIN THIRTY (30) DAYS OF WRITTEN
REQUEST OF THE BORROWER THEREFOR, THE AGENT OR THE APPLICABLE LENDER, AS THE
CASE MAY BE, SHALL EXECUTE AND DELIVER TO THE BORROWER, AT THE SOLE COST OF THE
BORROWER, SUCH CERTIFICATES, FORMS OR OTHER DOCUMENTS REASONABLY REQUESTED BY
THE BORROWER THAT CAN BE FURNISHED CONSISTENT WITH THE FACTS AND WHICH ARE
REASONABLY NECESSARY TO ASSIST THE BORROWER IN APPLYING FOR REFUNDS OF THOSE
TAXES REMITTED HEREUNDER.
10.2
ILLEGALITY.
(A)
IF AFTER THE DATE HEREOF ANY
LENDER SHALL DETERMINE IN GOOD FAITH THAT THE INTRODUCTION