RESPECT, AND SUCH LENDER PARTY IS UNABLE TO DELIVER TO THE U.S. BORROWER TWO
NEW ORIGINAL COPIES OF SUCH FORM, PROPERLY COMPLETED AND DULY EXECUTED BY SUCH
LENDER, SUCH LENDER SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT AND U.S.
BORROWER OF ITS INABILITY TO DELIVER ANY SUCH FORM.
(F)
IN RESPECT OF ANY CANADIAN ADVANCE MADE TO THE CANADIAN BORROWER
BY ANY LENDER, SUCH LENDER (I) REPRESENTS AND WARRANTS TO THE CANADIAN BORROWER
THAT IT IS A RESIDENT OF CANADA FOR PURPOSES OF THE INCOME TAX (CANADA) OR IS AN
AUTHORIZED FOREIGN BANK DEEMED TO BE A RESIDENT OF CANADA FOR PURPOSES OF
PART XIII OF THE INCOME TAX (CANADA) IN RESPECT OF ANY AMOUNT PAID TO SUCH
LENDER UNDER THE CANADIAN FACILITY (II) AGREES THAT IF SUCH LENDER IS NOT A
RESIDENT OF CANADA AT THE TIME SUCH PAYMENTS ARE MADE THAT THE CANADIAN BORROWER
MAY WITHHOLD AND REMIT TAXES PURSUANT TO SUBSECTION (A) (AND (C), IF APPLICABLE)
AND THAT SUCH LENDER SHALL NOT BE ENTITLED TO INDEMNIFICATION UNDER SUBSECTION
(A) OR (C) WITH RESPECT TO TAXES OR OTHER TAXES IMPOSED BY CANADA OR ANY
POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREOF OR THEREIN THAT ARISE BY
VIRTUE OF SUCH LENDER BEING A NON-RESIDENT OF CANADA FOR PURPOSES OF THE INCOME
TAX ACT (CANADA); AND (III) COVENANTS AND AGREES TO PROMPTLY ADVISE THE U.S.
BORROWER IF SUCH LENDER CHANGES ITS RESIDENCY FOR PURPOSES OF THE INCOME TAX ACT
(CANADA) IN
43
ACCORDANCE WITH THE PROVISIONS OF CLAUSE (I) ABOVE AND TO COOPERATE WITH THE
CANADIAN BORROWER TO PROVIDE, AT EITHER BORROWER'S REASONABLE REQUEST,
INFORMATION NECESSARY TO DETERMINE THE AMOUNT OF WITHHOLDING OR DEDUCTION THAT
MAY BE REQUIRED.
(G)
FOR ANY PERIOD WITH RESPECT TO WHICH EITHER (I) A LENDER PARTY HAS
FAILED TO PROVIDE THE U.S. BORROWER WITH THE APPROPRIATE FORM, CERTIFICATE OR
OTHER DOCUMENT DESCRIBED IN SUBSECTION (E) ABOVE (OTHER THAN IF SUCH FAILURE IS
DUE TO A CHANGE IN LAW OCCURRING AFTER THE DATE ON WHICH A FORM, CERTIFICATE OR
OTHER DOCUMENT ORIGINALLY WAS REQUIRED TO BE PROVIDED OR IF SUCH FORM OTHERWISE
IS NOT REQUIRED UNDER SUBSECTION (E) ABOVE) OR (II) ANY REPRESENTATION OR
CERTIFICATION MADE BY A LENDER PARTY PURSUANT TO SUBSECTION (E) OR (F) ABOVE IS
INCORRECT IN ANY MATERIAL RESPECT AT THE TIME A PAYMENT HEREUNDER IS MADE (OTHER
THAN BY REASON OF ANY CHANGE IN TREATY, LAW OR REGULATION HAVING EFFECT AFTER
THE DATE OF SUCH REPRESENTATION OR CERTIFICATION WHEN MADE), SUCH LENDER PARTY
SHALL NOT BE ENTITLED TO INDEMNIFICATION UNDER SUBSECTION (A) OR (C) WITH
RESPECT TO TAXES IMPOSED BY THE UNITED STATES OR CANADA BY REASON OF SUCH
FAILURE OR INCORRECTNESS, AS THE CASE MAY BE; PROVIDED, HOWEVER, THAT SHOULD A
LENDER PARTY BECOME SUBJECT TO TAXES BECAUSE OF ITS FAILURE TO DELIVER A FORM,
CERTIFICATE OR OTHER DOCUMENT REQUIRED HEREUNDER, SUCH BORROWER SHALL TAKE SUCH
STEPS AS SUCH LENDER PARTY SHALL REASONABLY REQUEST TO ASSIST SUCH LENDER PARTY
TO RECOVER SUCH TAXES.
(H)
ANY LENDER PARTY CLAIMING ANY ADDITIONAL AMOUNTS