RESTRICTIONS) TO CHANGE THE JURISDICTION OF ITS
APPLICABLE LENDING OFFICE IF THE MAKING OF SUCH A CHANGE WOULD AVOID THE NEED
FOR, OR REDUCE THE AMOUNT OF, ANY SUCH ADDITIONAL AMOUNTS THAT WOULD BE PAYABLE
OR MAY THEREAFTER ACCRUE AND WOULD NOT, IN THE SOLE DETERMINATION OF SUCH
LENDER, BE OTHERWISE DISADVANTAGEOUS IN ANY MATERIAL RESPECT TO SUCH LENDER.
102
(I)
IF THE BORROWERS OR GUARANTORS PAY ANY ADDITIONAL AMOUNT PURSUANT TO
THIS SECTION 6.11 WITH RESPECT TO ANY LENDER, SUCH LENDER SHALL USE REASONABLE
EFFORTS TO OBTAIN A REFUND OF TAX OR CREDIT AGAINST ITS TAX LIABILITIES ON
ACCOUNT OF SUCH PAYMENT; PROVIDED
THAT, SUCH LENDER SHALL HAVE NO OBLIGATION TO
USE SUCH REASONABLE EFFORTS TO OBTAIN A CREDIT IF IT IS IN AN EXCESS FOREIGN TAX
CREDIT POSITION AND SHALL HAVE NO OBLIGATION TO USE SUCH REASONABLE EFFORTS IF
IT BELIEVES IN GOOD FAITH THAT CLAIMING A REFUND OR CREDIT WOULD CAUSE ADVERSE
TAX CONSEQUENCES TO IT.
IN THE EVENT THAT SUCH LENDER RECEIVES SUCH A REFUND OR
CREDIT, SUCH LENDER SHALL PAY TO THE BORROWERS OR GUARANTORS AN AMOUNT THAT SUCH
LENDER REASONABLY DETERMINES IS EQUAL TO THE NET TAX BENEFIT OBTAINED BY SUCH
LENDER AS A RESULT OF SUCH PAYMENT BY THE BORROWERS OR GUARANTORS, AS
APPLICABLE, SO AS TO LEAVE SUCH LENDER IN NO WORSE POSITION THAT IN WHICH IT
WOULD HAVE BEEN IN IF PAYMENT OF THE RELEVANT ADDITIONAL AMOUNT HAD NOT BEEN
MADE.
NOTHING CONTAINED IN THIS SECTION 6.11(I) SHALL REQUIRE A LENDER TO
DISCLOSE OR DETAIL THE BASIS OF ITS CALCULATION OF THE AMOUNT OF ANY TAX BENEFIT
OR ANY OTHER AMOUNT OR THE BASIS OF ITS DETERMINATION REFERRED TO IN THE PROVISO
TO THE FIRST SENTENCE OF THIS SECTION 6.11(J) TO THE BORROWERS, GUARANTORS OR
ANY OTHER PARTY.
(J)
IF A PAYMENT MADE TO ADMINISTRATIVE AGENT OR A LENDER UNDER ANY
FINANCING AGREEMENT WOULD BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX IMPOSED BY
FATCA IF ADMINISTRATIVE AGENT OR SUCH LENDER WERE TO FAIL TO COMPLY WITH THE
APPLICABLE REPORTING REQUIREMENTS OF FATCA (INCLUDING THOSE CONTAINED IN SECTION
1471(B) OR 1472(B) OF THE CODE, AS APPLICABLE), ADMINISTRATIVE AGENT OR SUCH
LENDER SHALL DELIVER TO LEAD BORROWER AND ADMINISTRATIVE AGENT AT THE TIME OR
TIMES PRESCRIBED BY LAW AND AT SUCH TIME OR TIMES REASONABLY REQUESTED BY THE
LEAD BORROWER OR ADMINISTRATIVE AGENT SUCH DOCUMENTATION PRESCRIBED BY
APPLICABLE LAW (INCLUDING AS PRESCRIBED BY SECTION 1471(B)(3)(C)(I) OF THE CODE)
AND SUCH ADDITIONAL DOCUMENTATION REASONABLY REQUESTED BY LEAD BORROWER OR
ADMINISTRATIVE AGENT AS MAY BE NECESSARY FOR BORROWERS AND THE ADMINISTRATIVE
AGENT TO COMPLY WITH THEIR OBLIGATIONS UNDER FATCA AND TO DETERMINE, AS
APPLICABLE, THAT ADMINISTRATIVE AGENT OR SUCH LENDER HAS COMPLIED WITH
ADMINISTRATIVE AGENT'S OR SUCH LENDER'S OBLIGATIONS UNDER FATCA OR TO DETERMINE
THE AMOUNT TO DEDUCT AND WITHHOLD FROM SUCH PAYMENT.
SOLELY FOR PURPOSES OF
THIS CLAUSE (J), THE TERM "FATCA" SHALL INCLUDE ANY AMENDMENTS TO FATCA AFTER
THE DATE OF THIS AGREEMENT.
6.12
OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.
THE