ANY OTHER WITHHOLDING AGENT IS REQUIRED UNDER APPLICABLE
LAWS (WHETHER BY ASSESSMENT OR OTHERWISE) TO PAY ON BEHALF OF, OR IN RESPECT OF
INCOME EARNED BY OR PAYMENTS OR DISTRIBUTIONS MADE TO OR FOR THE ACCOUNT OF THE
CORPORATION (INCLUDING ANY PAYMENT OF TAX REQUIRED BY REASON OF AN EARLIER
FAILURE TO WITHHOLD).
CUSTODIAN SHALL, OR SHALL INSTRUCT THE APPLICABLE
SUBCUSTODIAN OR OTHER WITHHOLDING AGENT TO, WITHHOLD THE AMOUNT OF ANY TAX WHICH
IS REQUIRED TO BE WITHHELD UNDER APPLICABLE LAW UPON COLLECTION OF ANY DIVIDEND,
INTEREST OR OTHER DISTRIBUTION MADE WITH RESPECT TO ANY SECURITY AND ANY
PROCEEDS OR INCOME FROM THE SALE, LOAN OR OTHER TRANSFER OF ANY SECURITY.
IN
THE EVENT THAT CUSTODIAN OR ANY SUBCUSTODIAN IS REQUIRED UNDER APPLICABLE LAW TO
PAY ANY TAX ON BEHALF OF THE CORPORATION, CUSTODIAN IS HEREBY AUTHORIZED TO
WITHDRAW CASH FROM ANY CASH ACCOUNT IN THE AMOUNT REQUIRED TO PAY SUCH TAX AND
TO USE SUCH CASH, OR TO REMIT SUCH CASH TO THE APPROPRIATE SUBCUSTODIAN OR OTHER
WITHHOLDING AGENT, FOR THE TIMELY PAYMENT OF SUCH TAX IN THE MANNER REQUIRED BY
APPLICABLE LAW.
IF THE AGGREGATE AMOUNT OF CASH IN ALL CASH ACCOUNTS IS NOT
SUFFICIENT TO PAY SUCH TAX, CUSTODIAN SHALL PROMPTLY NOTIFY THE CORPORATION OF
THE ADDITIONAL AMOUNT OF CASH (IN THE APPROPRIATE CURRENCY) REQUIRED, AND THE
CORPORATION SHALL DIRECTLY DEPOSIT SUCH ADDITIONAL AMOUNT IN THE APPROPRIATE
CASH ACCOUNT PROMPTLY AFTER RECEIPT OF SUCH NOTICE, FOR USE BY CUSTODIAN AS
SPECIFIED HEREIN.
IN THE EVENT THAT CUSTODIAN REASONABLY BELIEVES THAT
CORPORATION IS ELIGIBLE, PURSUANT TO APPLICABLE LAW OR TO THE PROVISIONS OF ANY
TAX TREATY, FOR A REDUCED RATE OF, OR EXEMPTION FROM, ANY TAX WHICH IS OTHERWISE
REQUIRED TO BE WITHHELD OR PAID ON BEHALF OF THE CORPORATION UNDER ANY
APPLICABLE LAW, CUSTODIAN SHALL, OR SHALL INSTRUCT THE APPLICABLE SUBCUSTODIAN
OR WITHHOLDING AGENT TO, EITHER WITHHOLD OR PAY SUCH TAX AT SUCH REDUCED RATE OR
REFRAIN FROM WITHHOLDING OR PAYING SUCH TAX, AS APPROPRIATE; PROVIDED THAT
CUSTODIAN SHALL HAVE RECEIVED FROM THE CORPORATION ALL DOCUMENTARY EVIDENCE OF
RESIDENCE OR OTHER QUALIFICATION FOR SUCH REDUCED RATE OR EXEMPTION REQUIRED TO
BE RECEIVED UNDER SUCH APPLICABLE LAW OR TREATY.
IN THE EVENT THAT CUSTODIAN
REASONABLY BELIEVES THAT A REDUCED RATE OF, OR EXEMPTION FROM, ANY TAX IS
OBTAINABLE ONLY BY MEANS OF AN APPLICATION FOR RECORPORATION, CUSTODIAN AND THE
APPLICABLE SUBCUSTODIAN SHALL HAVE NO RESPONSIBILITY FOR THE ACCURACY OR
VALIDITY OF ANY FORMS OR DOCUMENTATION PROVIDED
7
BY THE CORPORATION TO CUSTODIAN HEREUNDER.
THE CORPORATION HEREBY AGREES TO
INDEMNIFY AND HOLD HARMLESS CUSTODIAN AND EACH SUBCUSTODIAN IN RESPECT OF ANY
LIABILITY ARISING FROM ANY UNDERWITHHOLDING OR UNDERPAYMENT OF ANY TAX WHICH
RESULTS FROM THE INACCURACY OR INVALIDITY OF ANY SUCH FORMS OR OTHER
DOCUMENTATION, AND SUCH OBLIGATION TO INDEMNIFY SHALL BE A CONTINUING OBLIGATION
OF THE CORPORATION, ITS SUCCESSORS AND ASSIGNS NOTWITHSTANDING THE TERMINATION
OF THIS AGREEMENT.
9.
(A)
FOR THE PURPOSE OF SETTLING SECURITIES AND FOREIGN EXCHANGE
TRANSACTIONS, THE CORPORATION SHALL PROVIDE CUSTODIAN WITH SUFFICIENT
IMMEDIATELY