TIME, AFTER
SUBMISSION BY SUCH LENDER TO THE US BORROWER (IN THE CASE OF ANY SUCH REDUCTION
RELATING TO SUCH LENDER'S OBLIGATIONS WITH RESPECT TO THE US BORROWER
FACILITIES) OR THE CANADIAN BORROWER (IN THE CASE OF ANY SUCH REDUCTION RELATING
TO SUCH LENDER'S OBLIGATIONS WITH RESPECT TO THE CANADIAN BORROWER FACILITIES)
(IN EACH CASE, WITH A COPY TO EACH RELEVANT FACILITY AGENT) OF A WRITTEN REQUEST
THEREFOR, THE US BORROWER OR THE CANADIAN BORROWER, AS THE CASE MAY BE, SHALL
PAY TO SUCH LENDER SUCH ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE SUCH
LENDER OR SUCH CORPORATION FOR SUCH REDUCTION ON AN AFTER-TAX BASIS.
(C)
IF ANY GOVERNMENTAL AUTHORITY IN CANADA (OR ANY OTHER JURISDICTION
IN WHICH THE FUNDING OPERATIONS OF ANY CANADIAN LENDER SHALL BE CONDUCTED WITH
RESPECT TO CANADIAN DOLLARS) SHALL HAVE IN EFFECT ANY RESERVE, LIQUID ASSET OR
SIMILAR REQUIREMENT WITH RESPECT TO ANY CATEGORY OF DEPOSITS OR LIABILITIES
CUSTOMARILY USED TO FUND LOANS IN CANADIAN DOLLARS (EXCLUDING ANY EURODOLLAR
RESERVE REQUIREMENTS), OR BY REFERENCE TO WHICH INTEREST RATES APPLICABLE TO
LOANS IN CANADIAN DOLLARS ARE DETERMINED, AND THE RESULT OF SUCH REQUIREMENT
SHALL BE TO INCREASE THE COST TO SUCH CANADIAN LENDER OF MAKING OR MAINTAINING
ANY LOAN IN CANADIAN DOLLARS, AND SUCH CANADIAN LENDER SHALL DELIVER TO THE
CANADIAN BORROWER A NOTICE REQUESTING COMPENSATION UNDER THIS PARAGRAPH, THEN
THE CANADIAN BORROWER WILL PAY TO SUCH CANADIAN LENDER ON EACH INTEREST PAYMENT
DATE WITH RESPECT TO EACH AFFECTED LOAN AN AMOUNT THAT WILL COMPENSATE SUCH
CANADIAN LENDER FOR SUCH ADDITIONAL COST.
(D)
A CERTIFICATE AS TO ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO
THIS SECTION SUBMITTED BY ANY LENDER TO THE US BORROWER OR THE CANADIAN
BORROWER, AS APPLICABLE (WITH A COPY TO EACH RELEVANT FACILITY AGENT) SHALL BE
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR. THE OBLIGATIONS OF THE US BORROWER
AND THE CANADIAN BORROWER PURSUANT TO THIS SECTION SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE
HEREUNDER.
2.20
TAXES. (A)
ALL PAYMENTS MADE BY THE BORROWERS UNDER THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENTS SHALL BE MADE FREE AND CLEAR OF, AND WITHOUT
DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF, ANY PRESENT OR FUTURE INCOME,
STAMP OR OTHER TAXES, LEVIES, IMPOSTS, DUTIES, CHARGES, FEES, DEDUCTIONS OR
WITHHOLDINGS, NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED
BY ANY GOVERNMENTAL AUTHORITY, EXCLUDING NET INCOME TAXES AND FRANCHISE TAXES
68
(IMPOSED IN LIEU OF NET INCOME TAXES) IMPOSED ON ANY ARRANGER, ANY AGENT OR ANY
LENDER AS A RESULT OF A PRESENT OR FORMER CONNECTION BETWEEN SUCH ARRANGER, SUCH
AGENT OR SUCH LENDER AND THE JURISDICTION OF THE GOVERNMENTAL AUTHORITY IMPOSING
SUCH TAX OR ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREOF OR THEREIN
(OTHER THAN ANY SUCH CONNECTION ARISING SOLELY FROM SUCH ARRANGER'S, SUCH
AGENT'S OR SUCH LENDER'S HAVING EXECUTED, DELIVERED OR PERFORMED ITS OBLIGATIONS
OR RECEIVED A PAYMENT UNDER, OR ENFORCED, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT). IF ANY SUCH NON-EXCLUDED TAXES,