Canadian Lenders. (a) Each Canadian Lender shall at all times be a Canadian Resident or, at its option, such Canadian Lender shall designate an Affiliate of such Lender which is a Canadian Resident (which Affiliate shall be a signatory to this Agreement and be listed on Schedule 2.20 hereto, or shall become a party hereto by signing an assumption agreement in form and substance reasonably satisfactory to the Canadian Funding Agent) to act as a Canadian Lender hereunder, in which case the Affiliate so designated as a Canadian Lender hereunder shall be required to be satisfactory to (and approved by) the Canadian Funding Agent and shall at all times hold the Canadian Commitment (and all extensions of credit pursuant thereto) of the respective Canadian Lender, unless (i) a Significant Event of Default is in existence or a Conversion Event has occurred, (ii) the failure of a Canadian Lender to be, or to designate, a Canadian Resident would not result in increased taxes being paid by the Borrowers, or (iii) the Administrative Borrower has otherwise consented, which consent shall not be unreasonably withheld or delayed (it being expressly understood that withholding such consent in order to avoid any increased obligation of the Borrowers under Section 2.15 shall be deemed reasonable). To the extent legally entitled to do so, the Canadian Funding Agent and each Canadian Lender shall, upon written request by the Canadian Borrower, deliver to the Canadian Borrower or the applicable Taxing Authority, any form or certificate required in order that any payment by the Canadian Borrower under this Agreement may be made free and clear of, and without deduction or withholding for or on account of, any Taxes, provided that (x) in determining the reasonableness of such a request such Person shall be entitled to consider the cost (to the extent unreimbursed by the Canadian Borrower) which would be imposed on such Person of complying with such request, and (y) nothing in this Section 2.20(a) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations).
Canadian Lenders. (a) Each Canadian Lender shall at all times be a Canadian Resident or, at its option, such Canadian Lender shall designate an Affiliate or branch of such Lender which is a Canadian Resident (which branch or Affiliate shall be a signatory to this Agreement, or shall become a party hereto by signing an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent) to act as a Canadian Lender hereunder, in which case the Affiliate or branch so designated as a Canadian Lender hereunder shall be required to be satisfactory to (and approved by) the Administrative Agent and shall at all times hold the Commitment (and all extensions of credit pursuant thereto) of the respective Canadian Lender. To the extent legally entitled to do so, the Administrative Agent and each Canadian Lender shall, upon written request by any Canadian Borrower, deliver to the Canadian Borrower or the applicable taxing authority, any form or certificate required in order that any payment by the Canadian Borrower under this Agreement may be made free and clear of, and without deduction or withholding for or on account of, any Taxes, provided that (x) in determining the reasonableness of such a request such Person shall be entitled to consider the cost (to the extent unreimbursed by the Canadian Borrower) which would be imposed on such Person of complying with such request, and (y) nothing in this Section 2.17(a) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations).
Canadian Lenders. If any Canadian Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Canadian Committed Loans made by it, or the participations in Canadian L/C Obligations or Obligations in respect of Acceptances held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Canadian Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Canadian Lender receiving such greater proportion shall (a) notify Canadian Agent of such fact, and (b) purchase (for cash at face value) participations in the Canadian Committed Loans and subparticipations in Canadian L/C Obligations and Obligations in respect of Acceptances of the other Canadian Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Canadian Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Canadian Committed Loans and other amounts owing them, provided that:
Canadian Lenders. Each Canadian Lender (a) severally represents and warrants that, as of the date such Lender becomes a party to this Agreement, unless the Agent shall have otherwise approved, such Lender is (i) a Canadian Resident or (ii) if it is not a Canadian Resident, it is also not a foreign bank for purposes of the Bank Act (Canada), and (b) covenants and agrees that at all material times, unless the Agent shall have otherwise approved, such Lender will (i) continue to be a Canadian Resident or (ii) if it is not a Canadian Resident, not be a foreign bank for purposes of the Bank Act (Canada). Each Canadian Lender shall promptly notify the Borrowers’ Agent in writing upon becoming aware that it is not in compliance with this Section 14.22.
Canadian Lenders. Each Canadian Lender represents and warrants to Canadian Borrower that such Canadian Lender is a resident or deemed resident of Canada within the meaning of the Income Tax Act (Canada), for purposes of Part XIII of such Act. Each Canadian Lender covenants and agrees with Canadian Borrower that (i) unless an Event of Default has occurred and is continuing, such Canadian Lender will not assign all or any part of its Canadian Commitment or Canadian Loans (including for purposes of this subsection (j) participations in L/C Obligations) to an assignee, or sell any Participation in its Canadian Commitment or Canadian Loans (including for purposes of this subsection (j) participations in L/C Obligations) to any Person, that, in either event, is unable to make the representation and warranty set forth in the first sentence of this paragraph, and (ii) such Canadian Lender will promptly notify Canadian Borrower if such Canadian Lender at any time becomes unable to make the representation and warranty set forth in the first sentence of this paragraph.
Canadian Lenders. The Lenders listed on Schedule II, acting in their role as lenders of the Canadian Loans and any other Person who becomes an assignee of any rights and obligations of a Canadian Lender pursuant to §20. Canadian Loans. Collectively, the Canadian Term Loan and the Canadian Revolving Loans. Canadian Notes. Collectively, the Canadian Term Notes and the Canadian Revolving Notes.
Canadian Lenders. 41 4.9 Survival...........................................................................................41
Canadian Lenders. Each of the Canadian Lenders hereby represents and warrants to the Canadian Borrower that it is, and covenants that it will not take any affirmative action to cause it to cease to be, a Canadian Resident Lender. Any Person who becomes a Canadian Lender (including, for greater certainty, the Canadian Swingline Lender) or acquires an interest in any Canadian Loan by way of assignment or otherwise, shall and shall be deemed to make the representation, warranty and covenant set out in this Section 9.20 at the time such Person becomes a Canadian Lender. The representations, covenants and warranties contained in this Section 9.20 shall survive the termination of this Agreement.
Canadian Lenders. Each Canadian Lender represents and warrants to the Canadian Borrower and the Canadian Agent that it is a financial institution that (a) is not a non-resident of Canada for purposes of the Income Tax Act (Canada) or (b) is an “authorized foreign bank” as defined in section 2 of the Bank Act (Canada) and in subsection 248(1) of the Income Tax Act (Canada) that is not subject to the restrictions and requirements referred to in subsection 524(2) of the Bank Act (Canada) and which will receive all amounts paid or credited to it hereunder and under the other Loan Documents in respect of its “Canadian banking business” (as defined in subsection 248(1) of the Income Tax Act (Canada)) for the purposes of paragraph 212(13.3)(a) of the Income Tax Canada. Without limiting the foregoing, each Canadian Lender agrees that it will, promptly upon request of the Canadian Agent or the Canadian Borrower, deliver to the Canadian Agent or the Canadian Borrower (as the case may be) such instruments in writing, forms or similar documentation as may be required from time to time by any applicable Law or the official interpretation of any such Law by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of Law) in order to establish such Canadian Lender’s tax status for withholding purposes. If the Canadian Agent or either Borrower receives a request from the Canada Customs and Revenue Agency or any other Governmental Authority to provide additional information concerning the withholding tax status of any Canadian Lender, such Canadian Lender shall (upon notice of such request from the Canadian Agent) use all reasonable efforts to obtain and deliver such information to such taxing Governmental Authority, the Canadian Agent and the Borrowers. Notwithstanding the foregoing, no Canadian Lender shall be required to deliver any form pursuant to this Section 3.8 if such Canadian Lender is not legally permitted to deliver such form as a result of a change in any applicable Law or the official interpretation thereof after the date such Canadian Lender becomes a party to this Agreement.
Canadian Lenders. The U.S. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders.
