SUCH EVIDENCE AS IS
REASONABLY SATISFACTORY TO THE BORROWER AND THE ADMINISTRATIVE AGENT OF ANY
AVAILABLE EXEMPTION FROM, OR REDUCTION OF, UNITED STATES WITHHOLDING TAXES IN
RESPECT OF ALL PAYMENTS TO BE MADE TO SUCH FOREIGN LENDER BY THE BORROWER OR
OTHER LOAN PARTY PURSUANT TO THIS AGREEMENT, OR ANY OTHER LOAN DOCUMENT, IN EACH
CASE, (1) ON OR BEFORE THE DATE THAT ANY SUCH FORM, CERTIFICATE OR OTHER
EVIDENCE EXPIRES OR BECOMES OBSOLETE, (2) AFTER THE OCCURRENCE OF ANY EVENT
REQUIRING A CHANGE IN THE MOST RECENT FORM, CERTIFICATE OR EVIDENCE PREVIOUSLY
DELIVERED BY IT TO THE BORROWER AND THE ADMINISTRATIVE AGENT AND (3) FROM TIME
TO TIME THEREAFTER IF REASONABLY REQUESTED BY THE BORROWER OR THE ADMINISTRATIVE
AGENT, AND (B) PROMPTLY NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT OF ANY
CHANGE IN CIRCUMSTANCES WHICH WOULD MODIFY OR RENDER INVALID ANY CLAIMED
EXEMPTION OR REDUCTION. IN THE EVENT THAT A PAYMENT WILL BE MADE TO A LENDER OR
AGENT UNDER THE CANADIAN GUARANTEE, SUCH LENDER OR AGENT AGREES TO USE
REASONABLE
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EFFORTS (CONSISTENT WITH LEGAL AND REGULATORY RESTRICTIONS AND SUBJECT TO
OVERALL POLICY CONSIDERATIONS OF SUCH LENDER OR AGENT), IF REQUESTED BY A LOAN
PARTY, TO DELIVER SUCH OTHER INFORMATION PRESCRIBED BY APPLICABLE LAWS OR
REASONABLY REQUESTED BY THE LOAN PARTY AS WILL ENABLE SUCH LOAN PARTY TO
DETERMINE WHETHER SUCH LENDER OR AGENT IS SUBJECT TO CANADIAN WITHHOLDING TAX,
IS ENTITLED TO AN EXEMPTION FROM CANADIAN WITHHOLDING TAX OR IS ELIGIBLE FOR A
REDUCED RATE OF CANADIAN WITHHOLDING TAX; PROVIDED, HOWEVER, THAT NOTHING IN
THIS SECTION 10.15(A) SHALL REQUIRE A LENDER OR AGENT TO DISCLOSE ANY
CONFIDENTIAL INFORMATION (INCLUDING, WITHOUT LIMITATION, ITS TAX RETURNS OR ITS
CALCULATIONS).
(B)
EACH FOREIGN LENDER, TO THE EXTENT IT DOES
NOT ACT OR CEASES TO ACT FOR ITS OWN ACCOUNT WITH RESPECT TO ANY PORTION OF ANY
SUMS PAID OR PAYABLE TO SUCH FOREIGN LENDER UNDER ANY OF THE LOAN DOCUMENTS (FOR
EXAMPLE, IN THE CASE OF A TYPICAL PARTICIPATION BY SUCH FOREIGN LENDER), SHALL
DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT ON THE DATE WHEN SUCH
FOREIGN LENDER CEASES TO ACT FOR ITS OWN ACCOUNT WITH RESPECT TO ANY PORTION OF
ANY SUCH SUMS PAID OR PAYABLE, AND AT SUCH OTHER TIMES AS MAY BE NECESSARY IN
THE DETERMINATION OF THE BORROWER OR THE ADMINISTRATIVE AGENT (IN EITHER CASE,
IN THE REASONABLE EXERCISE OF ITS DISCRETION), (A) TWO DULY SIGNED COMPLETED
COPIES OF THE FORMS OR STATEMENTS REQUIRED TO BE PROVIDED BY SUCH FOREIGN LENDER
AS SET FORTH ABOVE, TO ESTABLISH THE PORTION OF ANY SUCH SUMS PAID OR PAYABLE
WITH RESPECT TO WHICH SUCH FOREIGN LENDER ACTS FOR ITS OWN ACCOUNT THAT IS NOT
SUBJECT TO UNITED STATES WITHHOLDING TAX, AND (B) TWO DULY SIGNED COMPLETED
COPIES OF IRS FORM W-8IMY (OR ANY SUCCESSOR THERETO), TOGETHER WITH ANY
INFORMATION SUCH FOREIGN LENDER CHOOSES TO TRANSMIT WITH SUCH FORM, AND ANY
OTHER CERTIFICATE OR STATEMENT OF EXEMPTION REQUIRED UNDER THE CODE, TO
ESTABLISH THAT SUCH FOREIGN LENDER IS