Canadian Lenders Sample Clauses

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). (b) A Canadian Lender may change its Affiliate or branch acting as Canadian Lender hereunder but only pursuant to an assignment in form and substance reasonably satisfactory to the Administrative Agent (with the consent of the Administrative Agent), where the relevant assignee represents and warrants that it is an Affiliate or branch of the relevant Canadian Lender and represents and warrants to the Administrative Agent and to Aleris that it is a Canadian Resident and will act directly as a Canadian Lender with respect to the Commitment of the relevant Canadian Lender. (c) In connection with any assignment pursuant to Section 2.13 or 13.04 of all or any part of the Commitment of any Canadian Lender the Assignment and Assumption Agreement shall contain the representation and warranties specified in the Assignment and Assumption Agreement including that it is a Canadian Resident. (d) The foregoing shall in no event limit...

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. 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. 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.

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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: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by Canadian Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Canadian Lender as consideration for the assignment of or sale of a participation in any of its Canadian Committed Loans or subparticipations in Canadian L/C Obligations or in Acceptance Obligations to any assignee or participant, other than to Canadian Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Canadian Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

Canadian Lenders. Bank of America (Canada) and each other Lender that has issued a Canadian Revolver Commitment (provided that such Person or an Affiliate of such Person also has a U.S. Revolver Commitment). Each Canadian Lender shall be a Canadian Qualified Lender. Canadian Letter of Credit Subline: $5,000,000. Canadian Letters of Credit: any standby or documentary letter of credit issued by the Canadian Issuing Bank for the account of the Canadian Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or the Canadian Issuing Bank for the benefit of the Canadian Borrower.

Canadian Lenders. Bank of America (Canada) and each other Lender that has issued a Canadian Revolver Commitment (provided that such Person or an Affiliate of such Person also has a U.S. Revolver Commitment). Each Canadian Lender shall be a Canadian Qualified Lender.

Canadian Lenders the Lenders indicated on Schedule 1.1(a) as the Lenders of Canadian Loans, the Canadian Agent in its capacity as a provider of Swingline Loans to the Canadian Borrower, any Issuing Bank that issues a Letter of Credit for the account or on behalf of the Canadian Borrower and any other Person who hereafter becomes a “Canadian Lender” pursuant to the terms hereof. Canadian Loan: (a) a loan made to the Canadian Borrower pursuant to Section 2.1.1(b), (b) any Swingline Loan for the account of the Canadian Borrower, (c) any Overadvance Loan for the account of the Canadian Borrower deemed by the Canadian Agent to be a Canadian Loan and (d) any Canadian Protective Advance.

Canadian Lenders. Canadian Revolving Credit Name of Lender Commitment /1/ --------------------------------------------------------------------- Bank of Nova Scotia $5,000,000 Chicago Rep Xxxxxx 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 --------------------------------------------------------------------- Credit Suisse First Boston Toronto Branch $7,500,000 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000 X.X. Xxx 000 Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0 --------------------------------------------------------------------- Deutsche Bank $7,500,000 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 --------------------------------------------------------------------- ---------- /1/ Expressed in Dollars. SCHEDULE II TO THE CREDIT AGREEMENT PRICING GRID