Canadian Borrowers. To the extent permitted by law, each Canadian Borrower is and shall at all times be fully liable, jointly and severally, for all of the Canadian Revolving Loans made hereunder and for all of the other Canadian Obligations. Each Canadian Borrower agrees that it is receiving or will receive a direct pecuniary benefit for each Canadian Revolving Loan made hereunder and each Canadian Letter of Credit issued hereunder. Each request by any of the Canadian Borrowers for a Borrowing, Continuation or Conversion of any Canadian Revolving Loan or for any Canadian LC Request shall be deemed to be a joint and several request by all of the Canadian Borrowers. Each Canadian Borrower hereby authorizes any other Canadian Borrower to request a Borrowing, Continuation or Conversion of a Canadian Revolving Loan or a Canadian LC Request hereunder.
Canadian Borrowers. A Canadian Borrower may only borrow a Facility B Loan or Facility B Loans pursuant to this Agreement and that Facility B Loan or Facility B Loans must be (i) drawn on the date of the first Utilisation under the Term Facilities; and (ii) denominated in the Base Currency. LD943539/9
Canadian Borrowers. (a) the Initial Canadian Borrower and (b) each other Canadian Subsidiary that, after the date hereof, has executed a supplement or joinder to this Agreement in accordance with Section 10.1.13 and has satisfied the other requirements set forth in Section 10.1.13 in order to become a Canadian Borrower.
Canadian Borrowers. The Pledgors hereby acknowledge that pursuant to the terms of the Credit Agreement various Canadian Borrowers may become a party to the Credit Agreement from time to time and incur Loans thereunder. The Pledgors further acknowledge and agree that all obligations and liabilities of any Canadian Borrower under the Credit Agreement shall be fully secured hereunder and no consent of the Pledgors is required to effect the same.
Canadian Borrowers. (a) The US Borrower may at any time, upon not less than 15 Business Days’ notice from the US Borrower to the Canadian Lender and the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Subsidiary that is organized under the laws of Canada or any political subdivision of Canada (an “Applicant Borrower”) as a Canadian Borrower to receive Canadian Loans hereunder by delivering to the Canadian Lender and the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit K (a “Canadian Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Canadian Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel, affirmation of guarantees and other documents or information, in form, content and scope reasonably satisfactory to the Canadian Lender and Administrative Agent, as may be required by the Canadian Lender or the Administrative Agent in their reasonable discretion consistent with the documentation delivered by the Canadian Borrowers pursuant to Section 4.01, and Notes signed by such new Canadian Borrower to the extent the Canadian Lender so requires. If the Canadian Lender and Administrative Agent agree that an Applicant Borrower shall be entitled to receive Canadian Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel, affirmation of guarantees and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit L (a “Canadian Borrower Notice”) to the US Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Canadian Borrower for purposes hereof, whereupon the Canadian Lender agrees to permit such Canadian Borrower to receive Canadian Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Applicant Borrower otherwise shall be a Canadian Borrower for all purposes of this Agreement.
Canadian Borrowers. A Canadian Borrower shall have the option, on any Business Day, to convert a Canadian Base Rate Loan into a Bankers' Acceptance, to continue a maturing Bankers' Acceptance in accordance with Section 3.4 or to convert a maturing Bankers' Acceptance into a Canadian Base Rate Loan; provided, however, (i) each such continuation or conversion must be requested by such Canadian Borrower pursuant to a written Notice of Extension/Conversion, in the form of Exhibit 4.2, in compliance with the terms set forth below and (ii) such Canadian Borrower must comply with all the requirements of Section 3.4 and such continuation or conversion shall be in such minimum amounts as provided in Sections 3.1(b)(ii) and 3.4(b)(i), and (iii) failure by such Canadian Borrower to properly continue a Bankers' Acceptance shall be deemed a conversion to a Canadian Base Rate Loan. Each continuation or conversion must be requested by such Canadian Borrower no later than 10:00 a.m., Toronto, Ontario time, on (A) the date of a requested conversion of a Bankers' Acceptance to a Canadian Base Rate Loan or (B) the third Business Day prior to the date of a requested continuation of a Bankers' Acceptance or conversion of a Canadian Base Rate Loan to a Bankers' Acceptance, in each case pursuant to a written Notice of Extension/Conversion submitted to the Canadian Agent which shall set forth (x) whether the Loans to be continued or converted are Canadian Revolving Loans, (y) whether the Canadian Borrower wishes to continue or convert such Loans and (z) if the request is to continue a Bankers' Acceptance or convert a Canadian Base Rate Loan to a Bankers' Acceptance, the maturity date applicable thereto.
Canadian Borrowers. In addition to all such rights of indemnity and subrogation as the Canadian Guarantors may have under applicable Law (but subject to Section 4 hereof), each Canadian Borrower agrees that in the event a payment shall be made by any Canadian Guarantor under the Guaranty of or in respect of a Canadian Guaranteed Obligation, each Canadian Borrower shall indemnify such Canadian Guarantor for the full amount of such payment and such Canadian Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.
Canadian Borrowers. Canadian Borrowers shall pay to Agent for the benefit of Lenders, interest on the outstanding principal amount of the Canadian Loans as follows:
Canadian Borrowers. In connection with this Amendment and the amendments to the Credit Agreement contained herein, each of the parties hereto hereby agrees that upon the Second Amendment Effective Date and the delivery of a Joinder Agreement, substantially in the form of Exhibit P, by each of the Canadian Borrowers, each of the Canadian Borrowers shall have joint and several liability for all of the Obligations, regardless of the manner or amount in which proceeds of Loans were used, allocated, shared, or disbursed by or among the Borrower Parties themselves or the manner in which an Agent and/or any Lender accounted for such Loans or other extensions of credit on its books and records, as if the Canadian Borrowers had been a Borrower Party under the Credit Agreement as of the Closing Date in accordance with Section 11.19 of the Credit Agreement.
Canadian Borrowers. Each Canadian Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that such Canadian Borrower has incurred to Agent and the Canadian Lenders. No Canadian Borrower is insolvent as defined in any applicable state, federal or relevant foreign statute, nor will any Canadian Borrower be rendered insolvent by the execution and delivery of the Loan Documents to Agent and the Canadian Lenders. No Canadian Borrower is engaged or about to engage in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to Agent and the Canadian Lenders incurred hereunder. No Canadian Borrower intends to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.
