AND REASONABLY REQUESTED BY THE
BORROWER TO CONFIRM OR ESTABLISH THAT SUCH LENDER IS NOT SUBJECT TO DEDUCTION OR
WITHHOLDING OF UNITED STATES FEDERAL INCOME TAX WITH RESPECT TO PAYMENTS TO SUCH
LENDER UNDER THE CREDIT DOCUMENTS, OR NOTIFY THE ADMINISTRATIVE AGENT AND THE
BORROWER OF ITS INABILITY TO DELIVER ANY SUCH FORMS, CERTIFICATES OR OTHER
EVIDENCE.
THE BORROWER SHALL NOT BE REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO
ANY NON-US LENDER UNDER SECTION 2.19(B)(III) TO THE EXTENT THAT THE U.S. FEDERAL
WITHHOLDING TAX RESULTS FROM SUCH NON-US LENDER'S FAILURE TO DELIVER ANY SUCH
FORM OR CERTIFICATE THAT SUCH NON-US LENDER IS LEGALLY ENTITLED TO DELIVER.
2.20
OBLIGATION TO MITIGATE.
EACH LENDER (WHICH TERM
SHALL INCLUDE ISSUING BANK FOR PURPOSES OF THIS SECTION 2.20) AGREES THAT, AS
PROMPTLY AS PRACTICABLE AFTER THE OFFICER OF SUCH LENDER RESPONSIBLE FOR
ADMINISTERING ITS LOANS OR LETTERS OF CREDIT, AS THE CASE MAY BE, BECOMES AWARE
OF THE OCCURRENCE OF AN EVENT OR THE EXISTENCE OF A CONDITION THAT WOULD CAUSE
SUCH LENDER TO BECOME AN AFFECTED LENDER OR THAT WOULD ENTITLE SUCH LENDER TO
RECEIVE PAYMENTS UNDER SECTION 2.17, 2.18 OR 2.19, IT WILL, TO THE EXTENT NOT
INCONSISTENT WITH THE INTERNAL POLICIES OF SUCH LENDER AND ANY APPLICABLE LEGAL
OR REGULATORY RESTRICTIONS, USE REASONABLE EFFORTS TO (A) MAKE, ISSUE, FUND OR
MAINTAIN ITS CREDIT EXTENSIONS, INCLUDING ANY AFFECTED LOANS, THROUGH ANOTHER
OFFICE OF SUCH LENDER, OR (B) TAKE SUCH OTHER MEASURES AS SUCH LENDER MAY DEEM
REASONABLE, IF AS A RESULT THEREOF THE CIRCUMSTANCES WHICH WOULD CAUSE SUCH
LENDER TO BE AN AFFECTED LENDER WOULD CEASE TO EXIST OR THE ADDITIONAL AMOUNTS
WHICH WOULD OTHERWISE BE REQUIRED TO BE PAID TO SUCH LENDER PURSUANT TO
SECTION 2.17, 2.18 OR 2.19 WOULD BE MATERIALLY REDUCED AND IF, AS DETERMINED BY
SUCH LENDER IN ITS SOLE DISCRETION, THE MAKING, ISSUING, FUNDING OR MAINTAINING
OF SUCH REVOLVING COMMITMENTS, LOANS OR LETTERS OF CREDIT THROUGH SUCH OTHER
OFFICE OR IN ACCORDANCE WITH SUCH OTHER MEASURES, AS THE CASE MAY BE, WOULD NOT
OTHERWISE ADVERSELY AFFECT SUCH REVOLVING COMMITMENTS, LOANS OR LETTERS OF
CREDIT OR THE INTERESTS OF SUCH LENDER; PROVIDED, SUCH LENDER WILL NOT BE
OBLIGATED TO UTILIZE SUCH OTHER OFFICE OR TAKE OTHER MEASURES PURSUANT TO THIS
SECTION 2.20 UNLESS THE BORROWER AGREES TO PAY ALL INCREMENTAL EXPENSES INCURRED
BY SUCH LENDER AS A RESULT OF UTILIZING SUCH OTHER OFFICE OR TAKE OTHER MEASURES
AS DESCRIBED ABOVE.
A CERTIFICATE AS TO THE AMOUNT OF ANY SUCH EXPENSES PAYABLE
BY THE
66
BORROWER PURSUANT TO THIS SECTION 2.20 (SETTING FORTH IN REASONABLE DETAIL THE
BASIS FOR REQUESTING SUCH AMOUNT) SUBMITTED BY SUCH LENDER TO THE BORROWER (WITH
A COPY TO THE ADMINISTRATIVE AGENT) SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
2.21
DEFAULTING LENDERS.
ANYTHING CONTAINED HEREIN
TO THE CONTRARY NOTWITHSTANDING, IN THE EVENT THAT ANY LENDER, OTHER THAN AT THE
DIRECTION OR REQUEST OF ANY GOVERNMENTAL AUTHORITY, DEFAULTS (A "DEFAULTING
LENDER") IN ITS OBLIGATION TO FUND (A "FUNDING DEFAULT") ANY REVOLVING LOAN, ITS
PORTION OF ANY