ZERO, THEN BACKUP WITHHOLDING OR WITHHOLDING
TAX RESULTING FROM THE FOREGOING SHALL BE CONSIDERED EXCLUDED FROM "NON-EXCLUDED
TAXES" AS DEFINED IN SECTION 8.4(A).
(F)
UPON REASONABLE DEMAND BY, AND AT THE EXPENSE OF, BORROWER TO THE
ADMINISTRATIVE AGENT OR ANY BANK, THE ADMINISTRATIVE AGENT OR BANK, AS THE CASE
MAY BE, SHALL DELIVER TO THE BORROWER, OR TO SUCH GOVERNMENT OR TAXING AUTHORITY
AS THE BORROWER MAY REASONABLY DIRECT, ANY FORM OR DOCUMENT THAT MAY BE REQUIRED
OR REASONABLY REQUESTED IN WRITING IN ORDER TO ALLOW THE BORROWER TO MAKE A
PAYMENT TO OR FOR THE ACCOUNT OF SUCH BANK OR THE ADMINISTRATIVE AGENT HEREUNDER
OR UNDER ANY OTHER LOAN DOCUMENT WITHOUT ANY DEDUCTION OR WITHHOLDING FOR OR ON
ACCOUNT OF ANY NON-EXCLUDED TAXES OR WITH SUCH DEDUCTION OR WITHHOLDING AT A
REDUCED RATE (SO LONG AS THE COMPLETION, EXECUTION OR SUBMISSION OF SUCH FORM OR
DOCUMENT WOULD NOT MATERIALLY PREJUDICE THE LEGAL OR COMMERCIAL POSITION OF THE
PARTY IN RECEIPT OF SUCH DEMAND), WITH ANY SUCH FORM OR DOCUMENT TO BE ACCURATE
AND COMPLETED IN A MANNER REASONABLY SATISFACTORY TO THE BORROWER MAKING SUCH
DEMAND AND TO BE EXECUTED AND TO BE DELIVERED WITH ANY REASONABLY REQUIRED
CERTIFICATION.
(G)
FOR ANY PERIOD WITH RESPECT TO WHICH A BANK HAS FAILED TO PROVIDE
THE BORROWER WITH THE APPROPRIATE FORM PURSUANT TO (AND TO THE EXTENT REQUIRED
BY) SECTION 8.4(E) (UNLESS SUCH FAILURE IS DUE TO A CHANGE IN TREATY, LAW OR
REGULATION OCCURRING SUBSEQUENT TO THE DATE ON WHICH A FORM ORIGINALLY WAS
REQUIRED TO BE PROVIDED), SUCH BANK SHALL NOT BE ENTITLED TO INDEMNIFICATION
UNDER SECTION 8.4(D) WITH RESPECT TO NON-EXCLUDED TAXES IMPOSED BY THE UNITED
STATES; PROVIDED, HOWEVER, THAT SHOULD A BANK, WHICH IS OTHERWISE EXEMPT FROM OR
SUBJECT TO A REDUCED RATE OF WITHHOLDING TAX, BECOME SUBJECT TO NON-EXCLUDED
TAXES BECAUSE OF ITS FAILURE TO DELIVER A FORM REQUIRED HEREUNDER, THE BORROWER
SHALL TAKE SUCH STEPS AS SUCH BANK SHALL REASONABLY REQUEST TO ASSIST SUCH BANK
TO RECOVER SUCH TAXES SO LONG AS BORROWER SHALL INCUR NO COST OR LIABILITY AS A
RESULT THEREOF.
48
(H)
IF THE BORROWER IS REQUIRED TO PAY ADDITIONAL AMOUNTS TO OR FOR
THE ACCOUNT OF ANY BANK PURSUANT TO THIS SECTION 8.4, THEN SUCH BANK WILL CHANGE
THE JURISDICTION OF ITS APPLICABLE LENDING OFFICE SO AS TO ELIMINATE OR REDUCE
ANY SUCH ADDITIONAL PAYMENT WHICH MAY THEREAFTER ACCRUE IF SUCH CHANGE, IN THE
REASONABLE JUDGMENT OF SUCH BANK, IS NOT OTHERWISE DISADVANTAGEOUS TO SUCH BANK.
(I)
IF AT ANY TIME, ANY BANK HAS DEMANDED COMPENSATION PURSUANT TO
SECTION 8.3 OR 8.4 OR THE OBLIGATION OF SUCH BANK OF MAKE EURO-CURRENCY LOANS
HAS BEEN SUSPENDED PURSUANT TO SECTION 8.2, IN ANY SUCH CASE, THE BORROWER SHALL
HAVE THE RIGHT, UPON FIVE (5) BUSINESS DAY'S NOTICE TO THE ADMINISTRATIVE AGENT
TO EITHER (X) CAUSE A QUALIFIED INSTITUTION, REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, TO OFFER TO PURCHASE THE COMMITMENTS OF SUCH BANK FOR AN
AMOUNT EQUAL TO SUCH BANK'S OUTSTANDING LOANS PLUS