IN
ADDITION, ANY LENDER, IF REQUESTED BY US BORROWERS OR EITHER ADMINISTRATIVE
AGENT, SHALL DELIVER SUCH OTHER DOCUMENTATION PRESCRIBED BY APPLICABLE
REQUIREMENTS OF LAW OR REASONABLY REQUESTED BY US BORROWERS OR THE
ADMINISTRATIVE AGENTS AS WILL ENABLE US BORROWERS OR THE ADMINISTRATIVE AGENTS
TO DETERMINE WHETHER OR NOT SUCH LENDER IS SUBJECT TO BACKUP WITHHOLDING OR
INFORMATION REPORTING REQUIREMENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE ABOVE TWO SENTENCES, IN THE CASE OF NON-U.S. WITHHOLDING TAXES THE
COMPLETION, EXECUTION AND SUBMISSION OF NON-U.S. FORMS SHALL NOT BE REQUIRED IF
IN THE LENDER'S JUDGMENT SUCH COMPLETION, EXECUTION OR SUBMISSION WOULD SUBJECT
SUCH LENDER TO ANY MATERIAL UNREIMBURSED COST OR EXPENSE OR WOULD BE OTHERWISE
DISADVANTAGEOUS TO SUCH LENDER IN ANY MATERIAL RESPECT.
EACH INITIAL CANADIAN LENDER OF THE CANADIAN BORROWER REPRESENTS AND WARRANTS TO
THE CANADIAN BORROWER THAT ON THE CLOSING DATE (A) (I)
IT IS NOT A
"NON-RESIDENT" WITHIN THE MEANING OF THE ITA; OR (II) IT IS AN "AUTHORIZED
FOREIGN BANK" WITHIN THE MEANING OF THE BANK ACT FOR PURPOSES OF THE ITA, AND IS
ENTERING INTO THIS AGREEMENT IN THE ORDINARY COURSE OF ITS TRADE AND BUSINESS
THAT IS ITS "CANADIAN BANKING BUSINESS" FOR PURPOSES OF THE ITA, AND EACH AMOUNT
PAID OR CREDITED BY OR TO IT IN RESPECT OF THE TRANSACTIONS CONTEMPLATED
HEREUNDER IS, AND WILL BE BROUGHT INTO ACCOUNT AND RECORDED AND REPORTED IN
COMPUTING ITS INCOME FOR CANADIAN TAX PURPOSES AS HAVING BEEN MADE OR RECEIVED
AS THE CASE MAY BE, IN RESPECT OF ITS "CANADIAN BANKING BUSINESS" AS SO DEFINED;
AND (B) HAS NO PRESENT INTENTION TO WITHDRAW FROM THIS AGREEMENT.
UPON THE
WRITTEN REQUEST OF THE CANADIAN ADMINISTRATIVE AGENT OR THE CANADIAN
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BORROWER ACTING REASONABLY, EACH SUCH CANADIAN LENDER SHALL USE ITS BEST EFFORTS
TO DELIVER TO THE CANADIAN ADMINISTRATIVE AGENT AND CANADIAN BORROWER SUCH
CERTIFICATES, DOCUMENTS OR OTHER EVIDENCE AS MAY BE REQUIRED FROM TIME TO TIME,
PROPERLY COMPLETED AND DULY EXECUTED BY SUCH CANADIAN LENDER, TO CONFIRM THE
CONTINUING ACCURACY OF THE FOREGOING REPRESENTATION OR ALTERNATIVELY, SHALL
DELIVER A NOTICE TO THE CANADIAN BORROWER INDICATING THE FACTS AND CIRCUMSTANCES
(OTHER THAN FACTS AND CIRCUMSTANCES BROUGHT ABOUT UNILATERALLY BY SUCH CANADIAN
LENDER) WHICH HAVE RESULTED IN THE ABOVE REPRESENTATION AND WARRANTY NO LONGER
CONTINUING TO BE TRUE AND ACCURATE.
IF SUCH CANADIAN LENDER FAILS TO DELIVER
SUCH REQUESTED CERTIFICATES, DOCUMENTS, OTHER EVIDENCE ON THE ONE HAND, OR SUCH
NOTICE ON THE OTHER OR, FOR GREATER CERTAINTY, THE FACTS AND CIRCUMSTANCES
RELATING TO THE CHANGE OF THE STATUS OF THE CANADIAN LENDER HAVE BEEN BROUGHT
ABOUT UNILATERALLY BY SUCH CANADIAN LENDER, THEN THE CANADIAN BORROWER OR THE
CANADIAN ADMINISTRATIVE AGENT, AS THE CASE MAY BE, SHALL WITHHOLD FROM ANY
INTEREST PAYMENT TO SUCH CANADIAN LENDER AN AMOUNT EQUIVALENT TO THE APPLICABLE
CANADIAN WITHHOLDING TAX IMPOSED BY APPLICABLE CANADIAN LAWS (INCLUDING ANY
APPLICABLE TAX TREATY) AND THE CANADIAN BORROWER SHALL NOT BE REQUIRED TO PAY
ANY ADDITIONAL OR OTHER AMOUNTS TO SUCH CANADIAN LENDER UNDER SECTION 2.15(A).
FROM TIME TO TIME,