BANK OF MONTREAL. CHICAGO BRANCH as bookrunner and mandated lead arranger (the “Arranger”); and
BANK OF MONTREAL. Xxxxx Xxxxxxxx and Xxxxxxxx Xxxxxxx;
BANK OF MONTREAL. You and the Corporation agree that no royalties shall be payable to you in respect of the licensing of the Patent to the Bank of Montreal unless the Corporation receives a payment by the Bank of Montreal in respect thereof, in which case the provisions of paragraph (a) and (b) shall apply thereto. Royalties are based on: (I) revenues received by the Corporation or an affiliate for technology of the Corporation that includes substantially all of the claims included in any patent application describing the Patent (I.E. not other smartcard technology or ideas that are in the claims in any such patent application, but which are not essential to the Patent described therein as a whole); (II) cash actually received; and (III) Canadian dollars. Excluded from the royalty calculations are revenues received by the Corporation from an affiliate and maintenance fees. If annual maintenance fees exceed 20% of the total licence fee paid or payable by a customer, then you will be entitled to royalties on the amount of maintenance fees that exceeds the 20% threshold. Also, the Corporation's royalty obligations will terminate if the patent does not issue, the patent expires (if it issued), or if the Corporation assigns its rights in the patent to any person other than an affiliate and you are paid in accordance with paragraph (iii) below.
BANK OF MONTREAL. BMO") as holder of a Senior Secured Bond issued to secure the obligations of the Corporation under certain present and future cross-currency interest rate exchange agreements and/or any other foreign exchange and/or interest hedging agreements, executed a counterparty agreement to the Restated Inter-Creditor Agreement, dated June 10, 2002, as required by section 3.5 of the Restated Inter-Creditor Agreement;
BANK OF MONTREAL. Bear, Steaxxx & Xo. Inc....................................................
BANK OF MONTREAL. Bank of Montreal hereby irrevocably ---------------- authorizes TD, and TD hereby undertakes, to act as agent for Bank of Montreal for purposes of the Security Documents and the exercise of such rights and powers pursuant to the Security Documents as are specifically delegated to TD as agent thereunder by the terms thereof, together with all other powers reasonably incidental thereto. The relationship of TD in its capacity as agent for Bank of Montreal is only that of one commercial bank acting as agent for others, and nothing herein, in any other Loan Document or in any Security Document shall be construed to constitute TD in such capacity as a trustee or other fiduciary for Bank of Montreal. The provisions of this Article IX shall govern the relationship of TD, in its capacity as agent, and Bank of Montreal, except: (i) each reference to the
BANK OF MONTREAL. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director [Signature Page — $350,000,000 Revolving Credit Agreement] LENDER: BARCLAYS BANK PLC By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Director [Signature Page — $350,000,000 Revolving Credit Agreement] LENDER: DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director By: /s/ Xxxx-Xxxxx Xxxxxx Name: Xxxx-Xxxxx Xxxxxx Title: Director [Signature Page — $350,000,000 Revolving Credit Agreement] LENDER: ROYAL BANK OF CANADA By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory [Signature Page — $350,000,000 Revolving Credit Agreement] LENDER: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director [Signature Page — $350,000,000 Revolving Credit Agreement] LENDER:
BANK OF MONTREAL. Per: /s/ Vinax Xxxxx --------------------------------------- Name: Vinax X. Xxxxx Title: Senior Vice-President & Corporate Controller Per: /s/ V.J. Xxxxx --------------------------------------- Name: V.J. Xxxxx Title: Senior Assistant Secretary SPECIALIZED FINANCING CORPORATION (BANKS) REGULATIONS SOR/92-157 (June 4, 1992) His Excellency the Governor General Council, on the recommendation of the Minister of Finance, pursuant to the definition "specialized financing corporation" in subsection 464(1) and section 559 of the Bank Act, is pleased hereby to revoke the Venture Capital Corporation Regulations, made by Order in Council P.C. 1982-2102 of July 15, 1982 (SOR/82-704, 1982 Canada Gazette Part II, p. 2628), and to make the annexed Regulations prescribing terms and conditions under which a body corporate is a specialized financing corporation in substitution therefor. REGULATIONS PRESCRIBING TERMS AND CONDITIONS UNDER WHICH A BODY CORPORATE IS A SPECIALIZED FINANCING CORPORATION Short Title
BANK OF MONTREAL. Per: -------------------------------------------------- Per: -------------------------------------------------- THE BANK OF NOVA SCOTIA Per: -------------------------------------------------- Per: -------------------------------------------------- CITIBANK CANADA Per: -------------------------------------------------- Per: -------------------------------------------------- CSAM FUNDING I Per: -------------------------------------------------- Per: -------------------------------------------------- FIRST DOMINION FUNDING I Per: -------------------------------------------------- Per: --------------------------------------------------
