The Canadian Clause Samples
The Canadian. Funding Agent represents and warrants to the Canadian Borrower and the Administrative Agent that it is (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. The Canadian Funding Agent further represents and warrants to the Canadian Borrower and the Administrative Agent that in respect of any amounts paid or credited to it under this Agreement, the Canadian Funding Agent will be entitled to receive such amount free and clear of, and without any obligation on the part of the Canadian Borrower to make any withholding or deduction for or on account of any taxes imposed by Canada or any subdivision or taxing authority thereof. The Canadian Funding Agent covenants and agrees to promptly advise the Canadian Borrower and the Administrative Agent if either representation becomes incorrect in any material respect, and to cooperate with the Canadian Borrower and to provide information necessary to determine the amount of any deduction or withholding of taxes in respect of payments made to such Canadian Lender as contemplated in Section 4.15 of this Agreement. The Canadian Funding Agent shall no longer be entitled to receive any payment under Section 4.15 if it ceases to be (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement.
The Canadian. Borrower Pledge Agreement duly executed and delivered by the Canadian Borrower and the Administrative Agent, together with the certificates identified in Annex I thereto, accompanied by undated stock powers executed in blank.
The Canadian. Revolving Credit Loans shall be evidenced by separate promissory notes of the Canadian Borrower in substantially the form of Exhibit A-2 hereto (each, a "Canadian Revolving Credit Note"), dated as of the Canadian Facility Effective Date and completed with appropriate insertions. One Canadian Revolving Credit Note shall be payable to the order of each Canadian Bank in an amount equal to its Canadian Commitment, and shall represent the obligation of the Canadian Borrower to pay such Canadian Bank such principal amount or, if less, the outstanding principal amount of all Canadian Revolving Credit Loans made by such Canadian Bank, plus interest accrued thereon, as set forth herein.
The Canadian. Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Canadian Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Canadian Administrative Agent accords its own property, it being understood that the Canadian Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.
The Canadian. Administrative Agent shall promptly notify the Canadian Borrower and the Canadian Revolving Credit Lenders of the suspension of the Canadian Borrower's right to request a borrowing by way of Bankers' Acceptance and of the termination of such suspension. 49 43