Common use of Limitation on Activities of Servicer in Canada Clause in Contracts

Limitation on Activities of Servicer in Canada. (a) Notwithstanding anything contained herein or anything contained in any other document delivered in connection herewith, the Servicer, as Servicer (and each Person to whom the Servicer delegates any of its responsibilities, including, without limitation, the Subservicer) shall not while acting in Canada, and shall not (and has no authority to) delegate to any Person acting in Canada the authority to, or permit any such Person to, enter into contracts or other agreements in the name of or on behalf of the Servicer or the Purchaser; and the Servicer (or any such delegate) is not permitted to (nor has authority to) establish an office or other place of business of the Servicer or the Purchaser in Canada. To the extent any responsibilities of any Person acting in Canada (including for greater certainty a Servicer employee or servant or ACI as Subservicer) to whom the Servicer has delegated responsibilities in respect of Transferred Receivables, the Related Security and the Collections hereunder or under any other Transaction Document involve or require such Person to enter a contract or other agreement in the name of or on behalf of the Sellers or the Purchaser, such servicing responsibility shall be fulfilled solely by, or upon specific approval of, the Servicer, and such Person is authorized to take such action or give such approval, but only from a place of business outside Canada, and such Person may not delegate such responsibility except upon the consent or the direction of the Agent (and then only subject to these same restrictions). (b) Notwithstanding anything contained herein or anything contained in any other document delivered in connection herewith, the U.S. Seller (and each Person to whom the U.S. Seller delegates any of its responsibilities (including, without limitation, the Subservicer)) shall not, while acting in Canada, and shall not (and has no authority to) delegate to any Person acting in Canada the authority to, or permit any such Person to, enter into contracts or other agreements in the name of or on behalf of the U.S. Seller. The U.S. Seller is not permitted to (nor has authority to) establish an office or other place of business in Canada.

Limitation on Activities of Servicer in Canada. (a) Notwithstanding anything contained herein or anything contained in any other document delivered in connection herewithherewith (except to the extent permitted hereunder), the Servicer, as Servicer (and each including any other Person to whom the Servicer delegates any of its responsibilities, including, without limitation, the Subservicerresponsibilities in accordance with Section 8.1 hereof) shall not while acting in Canada, and shall not (and has no authority to) delegate to any Person acting in Canada the authority to, or permit any such Person to, enter into contracts or other agreements in the name of or on behalf of the Servicer Servicer, the Agent, the LC Issuer or the PurchaserLender; and the Servicer (or any such delegate) is not permitted to (nor has authority to) establish an office or other place of business of the Servicer or the Purchaser in Canada. To the extent any responsibilities of any Person acting in Canada (including for greater certainty a Servicer employee or servant or ACI as Subservicerservant) to whom the Servicer has delegated responsibilities in respect of Transferred the Purchased Receivables, the Related Security and the Collections hereunder or under any other Transaction Document involve or require such Person to enter a contract or other agreement in the name of or on behalf of the Sellers Seller, the Agent, the Lender or the PurchaserLC Issuer, such servicing responsibility shall be fulfilled solely by, or upon specific approval of, the Servicer, and such Person is authorized to take such action or give such approval, but only from a place of business outside Canada, and such Person may not delegate such responsibility except upon the consent or the direction of the Agent (and then only subject to these same restrictions). (b) Notwithstanding anything contained herein or anything contained in any other document delivered in connection herewith. Nonetheless, the U.S. Seller (and each Person to whom the U.S. Seller delegates any of its responsibilities (including, without limitation, the Subservicer)) shall not, while acting in Canada, and shall not (and has no authority to) delegate to any a Person acting in Canada may engage in discussions with any Obligor regarding such matters and negotiate the authority toterms of any such arrangement subject to the understanding that substantive and final approval of the terms and execution of any such arrangement referred to in the preceding two sentences may only be made by, or permit any such upon specific approval of, a Person to, enter into contracts or other agreements not located in the name of or on behalf of the U.S. Seller. The U.S. Seller is not permitted to (nor has authority to) establish an office or other Canada from a place of business outside Canada and authorized hereunder in accordance with the foregoing and any such arrangement so negotiated by a Person acting in Canada shall not be binding until such final approval is so provided by such other Person. For purposes hereof, but without limitation, a Person shall be considered to be located in Canada if such Person is a resident of Canada for purposes of the Income Tax Act (Canada) or has a permanent establishment in Canada for purposes of the Canada-U.S. Income Tax Convention.

Limitation on Activities of Servicer in Canada. (a) Notwithstanding anything contained herein or anything contained in any other document delivered in connection herewithherewith (except to the extent permitted hereunder), the Servicer, as Servicer (and each including any other Person to whom the Servicer delegates any of its responsibilities, including, without limitation, the Subservicerresponsibilities in accordance with Section 8.1 hereof) shall not while acting in Canada, and shall not (and has no authority to) delegate to any Person acting in Canada the authority to, or permit any such Person to, enter into contracts or other agreements in the name of the Servicer, the Administrative Agent, the LC Issuer or on behalf of the Servicer or the Purchaserany Lender; and the Servicer (or any such delegate) is not permitted to (nor has authority to) establish an office or other place of business of the Servicer or the Purchaser in Canada. To the extent any responsibilities of any Person acting in Canada (including for greater certainty a Servicer employee or servant or ACI as Subservicerservant) to whom the Servicer has delegated responsibilities in respect of Transferred the Purchased Receivables, the Related Security and the Collections hereunder or under any other Transaction Document involve or require such Person to enter a contract or other agreement in the name of or on behalf of the Sellers Seller, the Administrative Agent, any Lender or the PurchaserLC Issuer, such servicing responsibility shall be fulfilled solely by, or upon specific approval of, the Servicer, and such Person is authorized to take such action or give such approval, but only from a place of business outside Canada, and such Person may not delegate such responsibility except upon the consent or the direction of the Administrative Agent (and then only subject to these same restrictions). (b) Notwithstanding anything contained herein or anything contained in any other document delivered in connection herewith. Nonetheless, the U.S. Seller (and each Person to whom the U.S. Seller delegates any of its responsibilities (including, without limitation, the Subservicer)) shall not, while acting in Canada, and shall not (and has no authority to) delegate to any a Person acting in Canada may engage in discussions with any Obligor regarding such matters and negotiate the authority toterms of any such arrangement subject to the understanding that substantive and final approval of the terms and execution of any such arrangement referred to in the preceding two sentences may only be made by, or permit any such upon specific approval of, a Person to, enter into contracts or other agreements not located in the name of or on behalf of the U.S. Seller. The U.S. Seller is not permitted to (nor has authority to) establish an office or other Canada from a place of business outside Canada and authorized hereunder in accordance with the foregoing and any such arrangement so negotiated by a Person acting in Canada shall not be binding until such final approval is so provided by such other Person. For purposes hereof, but without limitation, a Person shall be considered to be located in Canada if such Person is a resident of Canada for purposes of the Income Tax Act (Canada.) or has a permanent establishment in Canada for purposes of the Canada-U.S. Income Tax Convention. 741012885 21673258 ​

Limitation on Activities of Servicer in Canada. (a) Notwithstanding anything contained herein or anything contained in any other document delivered in connection herewithherewith (except to the extent permitted hereunder), the Servicer, as Servicer (and each including any other Person to whom the Servicer delegates any of its responsibilities, including, without limitation, the Subservicerresponsibilities in accordance with Section 8.1 hereof) shall not while acting in Canada, and shall not (and has no authority to) delegate to any Person acting in Canada the authority to, or permit any such Person to, enter into contracts or other agreements in the name of the Servicer, the Agent, the LC Issuer or on behalf of the Servicer or the Purchaserany Lender; and the Servicer (or any such delegate) is not permitted to (nor has authority to) establish an office or other place of business of the Servicer or the Purchaser in Canada. To the extent any responsibilities of any Person acting in Canada (including for greater certainty a Servicer employee or servant or ACI as Subservicerservant) to whom the Servicer has delegated responsibilities in respect of Transferred the Purchased Receivables, the Related Security and the Collections hereunder or under any other Transaction Document involve or require such Person to enter a contract or other agreement in the name of or on behalf of the Sellers Seller, the Agent, any Lender or the PurchaserLC Issuer, such servicing responsibility shall be fulfilled solely by, or upon specific approval of, the Servicer, and such Person is authorized to take such action or give such approval, but only from a place of business outside Canada, and such Person may not delegate such responsibility except upon the consent or the direction of the Agent (and then only subject to these same restrictions). (b) Notwithstanding anything contained herein or anything contained in any other document delivered in connection herewith. Nonetheless, the U.S. Seller (and each Person to whom the U.S. Seller delegates any of its responsibilities (including, without limitation, the Subservicer)) shall not, while acting in Canada, and shall not (and has no authority to) delegate to any a Person acting in Canada may engage in discussions with any Obligor regarding such matters and negotiate the authority toterms of any such arrangement subject to the understanding that substantive and final approval of the terms and execution of any such arrangement referred to in the preceding two sentences may only be made by, or permit any such upon specific approval of, a Person to, enter into contracts or other agreements not located in the name of or on behalf of the U.S. Seller. The U.S. Seller is not permitted to (nor has authority to) establish an office or other Canada from a place of business outside Canada and authorized hereunder in accordance with the foregoing and any such arrangement so negotiated by a Person acting in Canada shall not be binding until such final approval is so provided by such other Person. For purposes hereof, but without limitation, a Person shall be considered to be located in Canada if such Person is a resident of Canada for purposes of the Income Tax Act (Canada) or has a permanent establishment in Canada for purposes of the Canada-U.S. Income Tax Convention.