WITHHOLDING
TAX, IF ANY, APPLICABLE WITH RESPECT TO THE LENDER PARTY ASSIGNEE ON SUCH DATE.
IF ANY FORM OR DOCUMENT REFERRED TO IN THIS SUBSECTION (E) REQUIRES THE
DISCLOSURE OF INFORMATION, OTHER THAN INFORMATION NECESSARY TO COMPUTE THE TAX
PAYABLE AND INFORMATION REQUIRED ON THE DATE OF THE EXISTING CREDIT AGREEMENT
(IN THE CASE OF CANADIAN REVOLVING CREDIT LENDERS) OR ON THE DATE HEREOF (IN THE
CASE OF LENDER PARTIES OTHER THAN CANADIAN REVOLVING CREDIT LENDERS) BY INTERNAL
REVENUE SERVICE FORM W-8BEN OR W-8ECI OR THE RELATED CERTIFICATE DESCRIBED
ABOVE, THAT THE LENDER PARTY REASONABLY CONSIDERS TO BE CONFIDENTIAL, THE LENDER
PARTY SHALL GIVE NOTICE THEREOF TO SUCH BORROWER AND SHALL NOT BE OBLIGATED TO
INCLUDE IN SUCH FORM OR DOCUMENT SUCH CONFIDENTIAL INFORMATION.
(F)
IN RESPECT OF ANY CANADIAN REVOLVING CREDIT ADVANCE MADE TO THE
CANADIAN BORROWER BY ANY LENDER PARTY, SUCH LENDER PARTY (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 PARTY UNDER THE CANADIAN REVOLVING
CREDIT FACILITY (II) AGREES THAT IF SUCH LENDER PARTY 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 PARTY 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 PARTY 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 PARTY CHANGES ITS RESIDENCY FOR PURPOSES OF THE
INCOME TAX ACT (CANADA) IN 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
51
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