this Agreement or under any Credit Support Document to
which it is a party: -
(A)
FURNISH SPECIFIED INFORMATION. IT WILL DELIVER TO THE OTHER PARTY
OR, IN CERTAIN CASES UNDER SUBPARAGRAPH (III) BELOW, TO SUCH GOVERNMENT OR
TAXING AUTHORITY AS THE OTHER PARTY REASONABLY DIRECTS: -
(I)
ANY FORMS, DOCUMENTS OR CERTIFICATES RELATING TO TAXATION
SPECIFIED IN THE SCHEDULE OR ANY CONFIRMATION;
(II)
ANY OTHER DOCUMENTS SPECIFIED IN THE SCHEDULE OR ANY
CONFIRMATION; AND
(III)
UPON REASONABLE DEMAND BY SUCH OTHER PARTY, ANY FORM OR DOCUMENT
THAT MAY BE REQUIRED OR REASONABLY REQUESTED IN WRITING IN ORDER TO ALLOW SUCH
OTHER PARTY OR ITS CREDIT SUPPORT PROVIDER TO MAKE A PAYMENT UNDER THIS
AGREEMENT OR ANY APPLICABLE CREDIT SUPPORT DOCUMENT WITHOUT ANY DEDUCTION OR
WITHHOLDING FOR OR ON ACCOUNT OF ANY TAX 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 SUCH OTHER PARTY
AND TO BE EXECUTED AND TO BE DELIVERED WITH ANY REASONABLY REQUIRED
CERTIFICATION,
in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.
(B)
MAINTAIN AUTHORISATIONS.
IT WILL USE ALL REASONABLE EFFORTS TO
MAINTAIN IN FULL FORCE AND EFFECT ALL CONSENTS OF ANY GOVERNMENTAL OR OTHER
AUTHORITY THAT ARE REQUIRED TO BE OBTAINED BY IT
5
WITH RESPECT TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT TO WHICH IT IS A
PARTY AND WILL USE ALL REASONABLE EFFORTS TO OBTAIN ANY THAT MAY BECOME
NECESSARY IN THE FUTURE.
(C)
COMPLY WITH LAWS.
IT WILL COMPLY IN ALL MATERIAL RESPECTS WITH
ALL APPLICABLE LAWS AND ORDERS TO WHICH IT MAY BE SUBJECT IF FAILURE SO TO
COMPLY WOULD MATERIALLY IMPAIR ITS ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT TO WHICH IT IS A PARTY.
(D)
TAX AGREEMENT.
IT WILL GIVE NOTICE OF ANY FAILURE OF A
REPRESENTATION MADE BY IT UNDER SECTION 3(F) TO BE ACCURATE AND TRUE PROMPTLY
UPON LEARNING OF SUCH FAILURE.
(E)
PAYMENT OF STAMP TAX.
SUBJECT TO SECTION 11, IT WILL PAY ANY
STAMP TAX LEVIED OR IMPOSED UPON IT OR IN RESPECT OF ITS EXECUTION OR
PERFORMANCE OF THIS AGREEMENT BY A JURISDICTION IN WHICH IT IS INCORPORATED,
ORGANISED, MANAGED AND CONTROLLED, OR CONSIDERED TO HAVE ITS SEAT, OR IN WHICH A
BRANCH OR OFFICE THROUGH WHICH IT IS ACTING FOR THE PURPOSE OF THIS AGREEMENT IS
LOCATED ("STAMP TAX JURISDICTION") AND WILL INDEMNIFY THE OTHER PARTY AGAINST
ANY STAMP TAX LEVIED OR IMPOSED UPON THE OTHER PARTY OR IN RESPECT OF THE OTHER
PARTY'S EXECUTION OR PERFORMANCE OF THIS AGREEMENT BY ANY SUCH STAMP TAX
JURISDICTION WHICH IS NOT ALSO A STAMP TAX JURISDICTION WITH RESPECT TO THE
OTHER PARTY.
5.
EVENTS OF DEFAULT