ANY CHANGES NECESSITATING A
NEW FORM W-8BEN OR FORM W-8ECI, IT SHALL WITH REASONABLE PROMPTNESS DELIVER TO
THE COMPANY THROUGH THE ADMINISTRATIVE AGENT IN REPLACEMENT FOR, OR IN ADDITION
TO, THE FORMS PREVIOUSLY DELIVERED BY IT HEREUNDER, TWO ACCURATE AND COMPLETE
SIGNED ORIGINALS OF FORM W-8BEN; OR TWO ACCURATE AND COMPLETE SIGNED ORIGINALS
OF FORM W-8ECI, AS APPROPRIATE, IN EACH CASE INDICATING THAT THE U.S. LENDER IS
ON THE DATE OF DELIVERY THEREOF ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL,
INTEREST AND FEES UNDER THIS
63
AGREEMENT FREE FROM, OR AT A REDUCED RATE OF, WITHHOLDING OF UNITED STATES
FEDERAL INCOME TAX;
(III)
IT SHALL, BEFORE OR PROMPTLY AFTER THE OCCURRENCE OF ANY EVENT
(INCLUDING THE PASSING OF TIME BUT EXCLUDING ANY EVENT MENTIONED IN (II) ABOVE)
REQUIRING A CHANGE IN OR RENEWAL OF THE MOST RECENT FORM W-8BEN OR FORM W-8ECI
PREVIOUSLY DELIVERED BY SUCH U.S. LENDER AND DELIVER TO THE COMPANY THROUGH THE
ADMINISTRATIVE AGENT TWO ACCURATE AND COMPLETE ORIGINAL SIGNED COPIES OF FORM
W-8BEN OR FORM W-8ECI IN REPLACEMENT FOR THE FORMS PREVIOUSLY DELIVERED BY THE
U.S. LENDER; AND
(IV)
IT SHALL, PROMPTLY UPON THE COMPANY'S OR THE ADMINISTRATIVE
AGENT'S REASONABLE REQUEST TO THAT EFFECT, DELIVER TO THE COMPANY OR THE
ADMINISTRATIVE AGENT (AS THE CASE MAY BE) SUCH OTHER FORMS OR SIMILAR
DOCUMENTATION AS MAY BE REQUIRED FROM TIME TO TIME BY ANY APPLICABLE LAW,
TREATY, RULE OR REGULATION IN ORDER TO ESTABLISH SUCH U.S. LENDER'S TAX STATUS
FOR WITHHOLDING PURPOSES.
(G)
EACH CANADIAN LENDER (INCLUDING, WITHOUT LIMITATION, ANY ASSIGNEE
OR TRANSFEREE OF ALL OR ANY PART OF ANY OF THE CANADIAN OBLIGATIONS OWING BY THE
CANADIAN COMPANY) THAT IS NOT RESIDENT IN CANADA OR THAT IS NOT DEEMED TO BE
RESIDENT IN CANADA FOR PURPOSES OF PART XIII OF THE INCOME TAX ACT (CANADA)
SHALL DELIVER TO BOA CANADA (IF IT IS THEN PERMITTED TO DO SO UNDER LAW) TWO
ORIGINAL COPIES (ONE FOR THE CANADIAN COMPANY) OF SUCH FORM OR FORMS AS MAY BE
REQUIRED UNDER A CANADIAN TAX TREATY OR ANY PROVISION OF CANADIAN FEDERAL OR
PROVINCIAL LAW AS A CONDITION TO OR EXEMPTION FROM, OR REDUCTION OF, CANADIAN
WITHHOLDING TAX.
SUCH CANADIAN LENDER AGREES TO PROMPTLY NOTIFY BOA CANADA OF
ANY CHANGE IN CIRCUMSTANCES WHICH WOULD MODIFY OR RENDER INVALID ANY CLAIMED
EXEMPTION OR REDUCTION.
(H)
THE COMPANY WILL NOT BE REQUIRED TO PAY ANY ADDITIONAL AMOUNTS IN
RESPECT OF UNITED STATES FEDERAL INCOME TAX PURSUANT TO SUBSECTION 3.1(D) TO ANY
U.S. LENDER FOR THE ACCOUNT OF ANY LENDING OFFICE OF SUCH U.S. LENDER:
(I)
IF THE OBLIGATION TO PAY SUCH ADDITIONAL AMOUNTS WOULD NOT HAVE
ARISEN BUT FOR A FAILURE BY SUCH U.S. LENDER TO COMPLY WITH ITS OBLIGATIONS
UNDER SUBSECTION 3.1(F);
(II)
IF SUCH U.S. LENDER (SPECIFICALLY EXCLUDING, FOR PURPOSES OF THIS
SUBSECTION (II), EACH U.S. LENDER PARTY HERETO AS OF THE CLOSING DATE) SHALL
HAVE DELIVERED TO THE COMPANY A FORM W-8BEN IN RESPECT OF SUCH LENDING OFFICE
PURSUANT TO SUBSECTION 3.1(F), AND SUCH U.S. LENDER (SPECIFICALLY EXCLUDING, FOR