Common use of Canadian Lenders Clause in Contracts

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 So long as no Significant Event of Default is in existence and no Conversion Event has occurred, 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 I-B hereto, or shall become a party hereto by signing an assumption agreement in form and substance reasonably satisfactory to the Canadian Funding Administrative 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 Administrative 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 Administrative Agent and each Canadian Lender shall, upon written request by the any Canadian Borrower, deliver to the such Canadian Borrower or the applicable Taxing Authoritytaxing authority, any form or certificate required in order that any payment by the any 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) provided further that nothing in this Section 2.20(a2.17(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 agrees that it shall, no later than the Closing Date (or, in the case of a Canadian Resident orLender which becomes a party hereto after the Closing Date, at the date upon which such Canadian Lender becomes a party hereto) deliver to the Canadian Agent and to the Canadian Borrower through the Canadian Agent an instrument in writing certifying that such Canadian Lender is not a non-resident of Canada for the purposes of Part XIII of the Income Tax Act (Canada) and that it is the sole beneficial owner of payments of principal of and interest on its optionCanadian Loans and other extensions of credit to the Canadian Borrower and undertaking to advise the Canadian Agent and the Canadian Borrower of any changes in respect of such matters so certified. In addition, each Canadian Lender shall, promptly upon the Canadian Agent’s or the Canadian Borrower’s reasonable request to that effect, deliver to the Canadian Agent or the Canadian Borrower (as the case may be) such other instruments in writing, forms or similar documentation as may be required from time to time by any applicable law, treaty, rule or regulation or the official interpretation of any such law, treaty, rule, or regulation 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 designate an Affiliate (upon notice 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 request from the Canadian Funding Agent) use all reasonable efforts to act as a obtain and deliver such information to such taxing Governmental Authority, the Canadian Agent and the Borrowers. Notwithstanding the foregoing, no Canadian Lender hereunder, in which case the Affiliate so designated as a Canadian Lender hereunder shall be required to be satisfactory deliver any form pursuant to this Section 4.8 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. Bank of America hereby represents that Bank of America is an authorized foreign bank mentioned in Schedule III of the Bank Act (Canada) that is not subject to the restrictions and approved by) the Canadian Funding Agent and shall at all times hold the Canadian Commitment (and all extensions of credit pursuant theretorequirements referred to in subsection 524(2) of the respective Canadian Lender, unless Bank Act (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 calculationsCanada).

Canadian Lenders. (a) Each Canadian Lender shall at all times be agrees that it shall, no later than the Effective Date (or, in the case of a Canadian Resident orLender which becomes a party hereto after the Effective Date, at the date upon which such Canadian Lender becomes a party hereto) deliver to the Canadian Agent and to the Canadian Borrower through the Canadian Agent an instrument in writing certifying that such Canadian Lender is not a non-resident of Canada for the purposes of Part XIII of the Income Tax Act (Canada) and that it is the sole beneficial owner of payments of principal of and interest on its optionCanadian Loans and other extensions of credit to the Canadian Borrower and undertaking to advise the Canadian Agent and the Canadian Borrower of any changes in respect of such matters so certified. In addition, each Canadian Lender shall, promptly upon the Canadian Agent's or the Canadian Borrower's reasonable request to that effect, deliver to the Canadian Agent or the Canadian Borrower (as the case may be) such other instruments in writing, forms or similar documentation as may be required from time to time by any applicable law, treaty, rule or regulation or the official interpretation of any such law, treaty, rule, or regulation 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 designate an Affiliate (upon notice 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 request from the Canadian Funding Agent) use all reasonable efforts to act as a obtain and deliver such information to such taxing Governmental Authority, the Canadian Agent and the Borrowers. Notwithstanding the foregoing, no Canadian Lender hereunder, in which case the Affiliate so designated as a Canadian Lender hereunder shall be required to be satisfactory deliver any form pursuant to (and approved by) the this Section 4.8 if such 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) Lender is not legally permitted to deliver such form as a Significant Event of Default is in existence or a Conversion Event has occurred, (ii) the failure result of a change in any Applicable Law or the official interpretation thereof after the date such Canadian Lender becomes a party 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)Agreement.

Canadian Lenders. (a) Each So long as no Significant Event of Default is in existence and no Conversion Event has occurred, 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 I-B hereto, or shall become a party hereto by signing an assumption agreement in form and substance reasonably satisfactory to the Canadian Funding Administrative 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 Administrative 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 Administrative Agent and each Canadian Lender shall, upon written request by the any Canadian Borrower, deliver to the such Canadian Borrower or the applicable Taxing Authoritytaxing authority, any form or certificate required in order that any payment by the any 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(a2.17(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 agrees that it shall, no later than the Effective Date (or, in the case of a Canadian Resident orLender which becomes a party hereto after the Effective Date, at the date upon which such Canadian Lender becomes a party hereto) deliver to the Canadian Agent and to the Canadian Borrower through the Canadian Agent an instrument in writing certifying that such Canadian Lender is not a non-resident of Canada for the purposes of Part XIII of the Income Tax Act (Canada) and that it is the sole beneficial owner of payments of principal of and interest on its optionCanadian Loans and other extensions of credit to the Canadian Borrower and undertaking to advise the Canadian Agent and the Canadian Borrower of any changes in respect of such matters so certified. In addition, each Canadian Lender shall, promptly upon the Canadian Agent's or the Canadian Borrower's reasonable request to that effect, deliver to the Canadian Agent or the Canadian Borrower (as the case may be) such other instruments in writing, forms or similar documentation as may be required from time to time by any applicable law, treaty, rule or regulation or the official interpretation of any such law, treaty, rule, or regulation 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 designate an Affiliate (upon notice 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 request from the Canadian Funding Agent) use all reasonable efforts to act as a obtain and deliver such information to such taxing Governmental Authority, the Canadian Agent and the Borrowers. Notwithstanding the foregoing, no Canadian Lender hereunder, in which case the Affiliate so designated as a Canadian Lender hereunder shall be required to be satisfactory deliver any form pursuant to this Section 4.8 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. Bank of America hereby represents that Bank of America is an authorized foreign bank mentioned in Schedule III of the Bank Act (Canada) that is not subject to the restrictions and approved by) the Canadian Funding Agent and shall at all times hold the Canadian Commitment (and all extensions of credit pursuant theretorequirements referred to in subsection 524(2) of the respective Canadian Lender, unless Bank Act (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 calculationsCanada).

Canadian Lenders. (a) Each The Canadian Lenders agree that, in the event that any Canadian Lender shall at all times be obtain payment in respect of any Canadian Revolving Loan, BA Obligation or any other obligation owing to such Canadian Lender under this Credit Agreement through the exercise of a right of setoff, banker's lien or counterclaim, or pursuant to a secured claim under the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Canadian Resident orLender under any applicable bankruptcy, at insolvency or other similar law or otherwise, or by any other means, in excess of its optionpro rata share of such payment as provided for in this Credit Agreement, such Canadian Lender shall designate an Affiliate of promptly purchase from the other Canadian Lenders a participation in such Lender which is a Canadian Resident (which Affiliate Revolving Loan, BA Obligation and other obligations in such amounts, and make such other adjustments from time to time, as 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 equitable to the end that all such Canadian Funding Agent) to act as a Canadian Lender hereunder, Lenders share such payment 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 accordance with the respective Canadian LenderRevolving Commitment Percentages of such Canadian Lenders, unless (i) a Significant Event of Default is as provided for in existence or a Conversion Event has occurred, (ii) this Credit Agreement. The Canadian Lenders further agree that if payment to any such Canadian Lender obtained by such Canadian Lender through the failure exercise of a right of setoff, banker's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Canadian Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to beeach such Canadian Lender whose payment shall have been rescinded or otherwise restored. The Canadian Borrower agrees that any Canadian Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker's lien or counterclaim, with respect to designatesuch participation as fully as if such Canadian Lender were a holder of such Canadian Revolving Loan, BA Obligation or other obligation in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Canadian Lender receives a Canadian Resident would not result secured claim in increased taxes being paid by the Borrowerslieu of a setoff to which this Section 3.16 applies, 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 practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Canadian Borrower) which would be imposed Lenders under this Section 3.16 to share in the benefits of any recovery 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)secured claim.