Canadian Lender. Upon demand of the Canadian Lender from time to time, the Canadian Borrowers shall promptly compensate the Canadian Lender for and hold the Canadian Lender harmless from any loss, cost or expense incurred by it as a result of:

Canadian Lender. 66 SECTION 9. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT............66 9.1

Canadian Lender. With respect to Canadian Revolving Credit Loans, Agent has selected a Canadian Agent and Lender and such Canadian Lender and Canadian Agent have received all requisite approvals from any applicable Governmental Authority necessary or appropriate to permit Canadian Lender to make Canadian Revolving Credit Loans and for Canadian Agent to act in such capacity. If as of the Closing Date, either Canadian Agent or Canadian Lender has not been selected by Agent, then upon selection by Agent of such entity, such entity shall become a party to this Agreement by executing a Joinder Agreement in the form attached hereto and incorporated herein as Exhibit 8.8. The foregoing notwithstanding, if as of any date all of the foregoing conditions precedent have been satisfied with respect to U.S. Borrower, but not with respect to either U.K. Borrower or Canadian Borrower, Agents, Lenders and Borrowers shall consummate the transactions contemplated herein with respect to the Loans to be made to U.S. Borrower. The transactions contemplated hereby in connection with the Loans to be made to either the U.K. Borrower or Canadian Borrower shall be later consummated upon the fulfillment of the conditions precedent listed in this Section 8 applicable to the U.K. Borrower or the Canadian Borrower. The date on which all of such conditions precedent applicable to the U.K. Borrower are satisfied or waived shall be deemed the "U.K. Effective Date." Until the U.K. Effective Date, U.K. Lender shall not be required to make to U.K. Borrower, and U.K. Borrower shall not be permitted to request from U.K. Lender, any Loans (including, without limitation, U.K. Revolving Credit Loans, U.K. Letters of Credit and U.K. LC Guaranties). The date on which all such conditions precedent applicable to the Canadian Borrower are satisfied or waived shall be deemed the Canadian Effective Date. Until the Canadian Effective Date, Canadian Lender shall not be required to make to Canadian Borrower and Canadian Borrower shall not be permitted to request from Canadian Lender, any Loans (including, without limitation, Canadian Revolving Loans, Canadian Letters of Credit and Canadian LC Guaranties).

Canadian Lender. Prior to the occurrence of an Event of Default, the Canadian Lender shall only be permitted to make such assignment to a Qualified Canadian Lender. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this §14.6, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of §§5.10, 5.14, 5.17 and 13.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

Canadian Lender. If JPMorgan Chase Bank, N.A., Toronto Branch shall not be a Canadian Lender at any time after the Effective Date, then JPMorgan Chase Bank, N.A., Toronto Branch shall use reasonable efforts to designate a different lending office for funding or booking the Swingline Canadian Loans hereunder or issuing Letters of Credit for the account of any Canadian LC Obligor or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates that is a Canadian Lender or, if no such office, branch or Affiliate exists and no Default exists, use reasonable efforts to assign its functions as the Issuing Bank for Letters of Credit to any Canadian LC Obligor and as the Swingline Lender to the Canadian Borrower to a lender that is either a Canadian Lender or would, upon taking such an assignment, be a Canadian Lender. The Borrowers hereby agree to pay all costs and expenses incurred by the Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, any of its Affiliates or any Lender in connection with any such designation or assignment. All parties hereto agree to execute such agreements as reasonably requested by the Administrative Agent to effect such designation or assignment.

Related to Canadian Lender

SPV Lender Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it shall not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 13.6, any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. This Section 13.6(g) may not be amended without the written consent of the SPV. Notwithstanding anything to the contrary in this Agreement, (x) no SPV shall be entitled to any greater rights under Sections 2.10, 2.11 and 5.4 than its Granting Lender would have been entitled to absent the use of such SPV and (y) each SPV agrees to be subject to the requirements of Sections 2.10, 2.11 and 5.4 as though it were a Lender and has acquired its interest by assignment pursuant to clause (b) of this Section 13.6.
Bankers’ Acceptances (a) Subject to the terms and conditions of this Agreement, the Canadian Borrowers may request Borrowings of Canadian Revolving Credit Loans by presenting drafts for acceptance and purchase as B/As by the Canadian Lenders.
Revolving Credit Lenders ☐ The above Person is a Revolving Credit Lender, or will be, on the Amendment No. 3 Effective Date, a Revolving Credit Lender, and consents to becoming a party to the Amendment and the Credit Agreement. Reference is made to Amendment No. 3 (the “Amendment”), to that certain First Lien Credit Agreement, dated as of August 1, 2014, by and among Xxxxxxxx’x Holdings, LLC (the “Borrower”), PHD Intermediate LLC (“Holdings”), the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”). Capitalized terms used herein but not defined herein have the meanings assigned to such terms in the Amendment, the Existing Credit Agreement or the Credit Agreement, as applicable. The undersigned hereby irrevocably (i) consents to the Amendment and (ii) authorizes and instructs the Administrative Agent to execute the Amendment on its behalf (and, if the undersigned is not a Lender immediately prior to the Amendment No. 3 Effective Date, agrees to become a Lender). ICG US CLO 2016-1, Ltd., By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: TERM B/TERM B-2 LENDER CONVERSION OPTION: ☐ The above Lender is a Term B Lender or a Term B-2 Lender and, in such capacity, agrees to (i) convert on the Amendment No. 3 Effective Date such Term B Lender’s or Term B-2 Lender’s, as the case may be, Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be, into Term B-3 Loans and (ii) be repaid on the Amendment No. 3 Effective Date the excess (if any) of the principal amount of the above Lender’s Term B Loans or Term B-2 Loans, as the case may be, over such Lender’s Allocated Amount of outstanding Term B Loans or Term B-2 Loans, as the case may be. TERM B/TERM B-2 LENDER CONSENT AND CASH-OUT OPTION: ☑ The above Lender is a Term B Lender or Term B-2 Lender and, in such capacity, will not convert its Term B Loans or Term B-2 Loans, as the case may be, into Term B-3 Loans and shall have the principal amount of its Term B Loans or Term B-2 Loans, as the case may be, repaid on the Amendment No. 3 Effective Date.
Swingline Loan Subfacility (a) During the Commitment Period, subject to the terms and conditions set forth herein, the Swingline Lender agrees to make certain revolving credit loans (each, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower in dollars from time to time on any Business Day provided that, (i) the aggregate amount of Swingline Loans outstanding at any time shall not exceed the Swingline Loan Dollar Cap and (ii) the sum of the aggregate amount of outstanding Revolving Loans plus Swingline Loans plus LC Obligations shall not exceed the Revolving Committed Amount. Swingline Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan if any Credit Party shall have notified the Swingline Lender and the Borrower in writing at least one Business Day prior to the Borrowing Date with respect to such Swingline Loan, that the conditions set forth in Section 5.02 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making such Swingline Loan. Each Swingline Loan shall be due and payable on the maturity thereof, provided that in no event shall such maturity be later than the Swingline Maturity Date.
Letter of Credit Participation See Section 4.1.4.
Letter of Credit Participations (a) Immediately upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C Participant’s Revolving Credit Commitment Percentage in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C Participants shall have no right to receive any portion of any Fronting Fees.
Issuing Lender For purposes of this Section 5.9, the term “Lender” includes the Issuing Lender and the term “applicable Law” includes FATCA.
LENDER The term “Lender” shall mean the holder of any promissory note or other evidence of indebtedness secured by the Property or any portion thereof.
New Swingline Loans/Letters of Credit So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.
Administrative Agent Bank of America, N.A., as the administrative agent under the Credit Agreement

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