Canadian Facility. Subject to and upon the terms and conditions set forth in Schedule 2.9 hereto, each Lender severally agrees, as part of and as a sub-facility under, its Commitment hereunder (but without increasing such Commitment), to make available hereunder (directly or through a lending affiliate of such Lender) to the Canadian Borrowers, at any time and from time to time on or after the Canadian Facility Effective Date and prior to the Termination Date, its pro rata share of the Canadian Facility. The Lenders hereby irrevocably authorize the Administrative Agent to enter into an amendment to, or amend and restate, this Agreement and the other Loan Documents to make such amendments as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Representative, to effect the provisions of this Subsection 2.9 and Schedule 2.9 hereto (such amendment or amendment and restatement, the “Canadian Facility Amendment”). The Canadian Facility shall be available to the Canadian Borrowers and shall be available to be drawn in Dollars or Canadian Dollars, with certain operational and administrative borrowing procedures as reasonably requested by the Canadian Agent, including, for the avoidance of doubt, at least three Business Days’ notice (or, if agreed to by all Lenders, such shorter notice) for any such borrowings in Canadian Dollars. Any extensions of credit under the Canadian Facility will reduce availability under the Facility on a dollar-for-dollar basis.
Canadian Facility. (i) Each Canadian Borrower is accepting joint and several liability hereunder and under the other Loan Documents for the Canadian Finance Obligations in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Canadian Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Canadian Finance Obligations.
(ii) Each Canadian Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety and a guarantor but also as a co-debtor, joint and several liability with the other Canadian Borrowers, with respect to the payment and performance of all of the Canadian Finance Obligations (including any Canadian Finance Obligations arising under this Section 2.15(b)), it being the intention of the parties hereto that all the Canadian Finance Obligations shall be the joint and several obligations of each the Canadian Borrower without preferences or distinction among them.
(iii) If and to the extent that any Canadian Borrower shall fail to make any payment with respect to any of the Canadian Finance Obligations as and when due or to perform any of the Canadian Finance Obligations in accordance with the terms thereof, then in each such event the other Canadian Borrowers will make such payment with respect to, or perform, such Canadian Finance Obligation until such time as all of the Canadian Finance Obligations are paid in full.
(iv) The obligations of each Canadian Borrower under the provisions of this Section 2.15(b) constitute the absolute and unconditional, full recourse obligations of each Borrower enforceable against each Canadian Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(b)(iv)) or any other circumstances whatsoever.
(v) Except as otherwise expressly provided in this Agreement, each Canadian Borrower hereby waives notice of acceptance of its joint and several liability, notice of extensions of credit under Canadian Advances or Canadian Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the Canadian Revolving Lenders under or i...
Canadian Facility. The Canadian Facility shall have become (or simultaneously with this Agreement, shall become) effective.
Canadian Facility. The Canadian Borrowers jointly and severally agree to pay Lender Group Expenses incurred in connection with the Canadian Facility promptly (and, in any event, within ten (10) Business Days of receipt of notice thereof by the Administrative Agent) (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Canadian Loan Account pursuant to the provisions of Section 2.5(d) shall be deemed to constitute notice by the Administrative Agent and prompt payment by the Canadian Borrowers for the purposes of this Section 2.4(b). The Canadian Borrowers jointly and severally promise to pay all of the Canadian Finance Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses incurred in connection with the Canadian Facility)) in full on the Revolving Termination Date or, if earlier, on the date on which such Canadian Finance Obligations (other than the Canadian Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. The Canadian Borrowers agree that their obligations contained in the first sentence of this Section 2.4(b) shall survive payment or satisfaction in full of all other Canadian Finance Obligations.
Canadian Facility. The Canadian Borrowers shall, and hereby jointly and severally agree to, pay to the Administrative Agent, for the ratable account of the Canadian Revolving Lenders, an unused line fee (the “Canadian Commitment Fee” and collectively with the U.S. Commitment Fee, the “Commitment Fees” and individually, “Commitment Fee”) in an amount equal to the 0.375% (or 0.25% at any time when Canadian Usage is greater than or equal to 50% of the Maximum Canadian Credit Amount) per annum times the result of (i) the aggregate amount of the Canadian Revolving Commitments, less (ii) the average daily amount of the Canadian Usage (other than Canadian Swingline Usage) during the immediately preceding month (or portion thereof), which Canadian Commitment Fee shall be due and payable on the first day of each month from and after the Closing Date up to the first day of the month prior to the date on which the Canadian Finance Obligations are paid in full and on the date on which the Canadian Finance Obligations are paid in full.
Canadian Facility. On or prior to the Closing Date, the Canadian Borrowers shall and shall cause each of the other Canadian Loan Parties to (A) establish and/or maintain one or more Canadian Collection DDAs with a depository bank reasonably satisfactory to the Administrative Agent (which Canadian Collection DDAs shall, in each case, be subject to a Depositary Bank Agreement among the applicable Borrower, the Administrative Agent and the applicable depository bank) and take such reasonable steps to ensure that all of its and the other Canadian Loan Parties’ Account Debtors forward payment of the amounts owed by them directly to the Canadian Collection DDA, and (B) deposit or cause to be deposited promptly, and in any event no later than the second Business Day after the date of receipt thereof, all of their collections into the Canadian Collection DDA.
Canadian Facility. At all times during a Cash Dominion Period (including the first and last day thereof), all amounts in the Canadian Collection DDAs shall be remitted daily to the Canadian Agent’s Account and shall be applied by the Administrative Agent on a daily basis to the Canadian Finance Obligations outstanding and thereafter to the Canadian Borrowers (to be wired to the Canadian Designated Account) or such other Person entitled thereto under applicable law.
Canadian Facility. The amendment to the Canadian Facility shall be in form and substance satisfactory to the Required Lenders and shall have become (or simultaneously with this Agreement, shall become) effective and the Lenders shall have received all documents in connection with the Canadian Facility.
Canadian Facility. Subject to the limitations set forth in Section 5.15, the Canadian Borrowers shall pay to the Administrative Agent, audit, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per auditor, plus out-of-pocket expenses for each financial audit of the Canadian Borrowers performed by personnel employed by the Administrative Agent, (ii) if implemented, a fee of $1,000 per day, per applicable individual, plus out of pocket expenses for the establishment of electronic collateral reporting systems, and (iii) the actual charges paid or incurred by the Administrative Agent if it elects to employ the services of one or more third Persons to perform financial audits of the Canadian Borrowers or their Restricted Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess the Canadian Borrower’s or their Restricted Subsidiaries’ business valuation.
