FTES AGREED UPON BY THE PARTIES FOR THE MOST RECENT
CONTRACT YEAR PURSUANT TO SECTION 2.C, AS ADJUSTED PURSUANT TO ANY NOTICES
PREVIOUSLY GIVEN PURSUANT TO THIS SECTION E.
IN SUCH AN EVENT, PROVIDER SHALL
BEAR ALL COSTS RELATING TO SUCH REDUCTION IN VOLUME TO THE EXTENT STATED IN SUCH
NINE-(9) MONTH NOTICE.
IF CUSTOMER DOES NOT PROVIDE NINE (9) MONTHS' ADVANCE
WRITTEN NOTICE OF SUCH A REDUCTION, CUSTOMER SHALL BEAR ANY FACILITIES
OCCUPANCY, TECHNOLOGY AND TELECOMMUNICATIONS COSTS INCURRED BY PROVIDER
RESULTING FROM SUCH REDUCTION, PROVIDED, THAT PROVIDER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO MITIGATE SUCH COSTS.
F.
CURRENCY.
ALL CURRENCY REFERENCES IN THIS AGREEMENT ARE IN THE
CURRENCY OF THE UNITED STATES OF AMERICA AND ALL PAYMENTS SHALL BE MADE IN SUCH
CURRENCY.
G.
TAXES.
THE CHARGES FOR THE SERVICES SHALL BE INCLUSIVE OF ANY
SALES, USE, GROSS RECEIPTS OR VALUE ADDED, WITHHOLDING, AD VALOREM AND OTHER
TAXES BASED ON OR MEASURED BY PROVIDER'S COST IN ACQUIRING EQUIPMENT, MATERIALS,
SUPPLIES OR SERVICES USED BY PROVIDER IN PROVIDING THE SERVICES.
FURTHER, EACH
PARTY SHALL BEAR SOLE RESPONSIBILITY FOR ANY REAL OR PERSONAL PROPERTY TAXES ON
ANY PROPERTY IT OWNS OR LEASES, FOR FRANCHISES OR SIMILAR TAXES ON ITS BUSINESS,
FOR EMPLOYMENT TAXES ON ITS EMPLOYEES, FOR INTANGIBLE TAXES ON PROPERTY IT OWNS
OR LICENSES AND FOR TAXES ON ITS NET INCOME.
IF A SALES, USE, PRIVILEGE, VALUE
ADDED, EXCISE, SERVICES AND/OR SIMILAR TAX ("TAX") IS ASSESSED WITH RESPECT TO
PROVIDER'S CHARGES TO CUSTOMER FOR THE PROVISION OF THE SERVICES, CUSTOMER SHALL
BE RESPONSIBLE FOR AND PAY THE AMOUNT OF ANY SUCH TAX TO PROVIDER OR AS
APPLICABLE LAW OTHERWISE REQUIRES, IN ADDITION TO THE CHARGES.
CUSTOMER MAY
REPORT AND (AS APPROPRIATE) PAY ANY TAXES DIRECTLY IF CUSTOMER PROVIDES PROVIDER
WITH A DIRECT PAY OR EXEMPTION CERTIFICATE.
PROVIDER'S INVOICES SHALL
SEPARATELY STATE THE AMOUNTS OF ANY TAXES PROVIDER IS PROPOSING TO COLLECT FROM
CUSTOMER.
PROVIDER SHALL PROMPTLY NOTIFY CUSTOMER OF ANY CLAIM FOR TAXES
ASSERTED BY ANY APPLICABLE TAXING AUTHORITIES.
NOTWITHSTANDING THE ABOVE,
CUSTOMER'S LIABILITY FOR SUCH TAXES IS CONDITIONED UPON PROVIDER PROVIDING
CUSTOMER NOTIFICATION WITHIN TWENTY (20) BUSINESS DAYS OF RECEIVING ANY PROPOSED
ASSESSMENT OF ANY ADDITIONAL TAXES, INTEREST OR PENALTY DUE BY PROVIDER.
PROVIDER SHALL COORDINATE WITH CUSTOMER THE RESPONSE TO AND SETTLEMENT OF, ANY
SUCH ASSESSMENT.
CUSTOMER SHALL BE ENTITLED TO RECEIVE AND TO RETAIN ANY REFUND
OF TAXES PAID TO PROVIDER PURSUANT TO THIS AGREEMENT.
H.
FOREIGN CURRENCY HEDGING.
PROVIDER SHALL BEAR ALL COSTS
ASSOCIATED WITH THE PURCHASE, EXCHANGE OR TRANSLATION OF CURRENCIES AS NECESSARY
IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES.
IF PROVIDER ELECTS TO ENTER
INTO HEDGING TRANSACTIONS WITH THIRD PARTIES RELATING TO SUCH RISKS, CUSTOMER
WILL REIMBURSE PROVIDER FOR THE REASONABLE COSTS (WITHOUT MARK-UP BY PROVIDER)
OF SUCH HEDGING TRANSACTIONS, PROVIDED, HOWEVER, THAT CUSTOMER APPROVES OF THE
HEDGING STRATEGY AND THE HEDGING CONTRACTS RELATED TO SUCH TRANSACTIONS IN
WRITING AS PART OF THE ANNUAL BUDGET PROCESS, AS FURTHER DESCRIBED IN SECTION
20.D.
I.
CONTINUOUS IMPROVEMENT; PLANNING.
PROVIDER SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO