Common use of Residency of Canadian Lenders and Canadian Funding Agent Clause in Contracts

Residency of Canadian Lenders and Canadian Funding Agent. (a) Each Canadian Lender represents and warrants to the Canadian Borrowers, the Administrative Agent, and the Canadian Funding Agent that it is (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. Each Canadian Lender further represents and warrants to the Canadian Borrowers and the Agents that in respect of any amounts paid or credited to it under this Agreement, such Canadian Lender will be entitled to receive such amount free and clear of, and without any obligation on the part of the Canadian Borrowers to make any withholding or deduction for or on account of any taxes imposed by Canada or any subdivision or taxing authority thereof. Each Canadian Lender covenants and agrees to promptly advise the Canadian Borrowers and the Agents if either representation becomes incorrect in any material respect, to cooperate with the Canadian Borrowers and the Agents and to provide information necessary to determine the amount of any deduction or withholding of taxes in respect of payments made to such Canadian Lender as contemplated in Section 4.13. A Canadian Lender shall no longer be entitled to receive any payment under Section 4.13 if (i) no Event of Default has occurred and is continuing and (ii) such Canadian Lender ceases to be (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. Notwithstanding the foregoing, the provisions of this Section 4.14(a) shall cease to apply from the time that the Department of Finance (Canada) has publicly proposed legislation to amend the ITA applicable to interests payments on the Canadian Obligations which has the effect of eliminating Canadian withholding tax thereon under Part XIII of the ITA if paid to a non-resident of Canada. (b) The Canadian Funding Agent represents and warrants to the Canadian Borrowers and the Administrative Agent that it is (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. The Canadian Funding Agent further represents and warrants to the Canadian Borrowers and the Administrative Agent that in respect of any amounts paid or credited to it under this Agreement, the Canadian Funding Agent will be entitled to receive such amount free and clear of, and without any obligation on the part of the Canadian Borrowers to make any withholding or deduction for or on account of any taxes imposed by Canada or any subdivision or taxing authority thereof. The Canadian Funding Agent covenants and agrees to promptly advise the Canadian Borrowers and the Administrative Agent if either representation becomes incorrect in any material respect, and to cooperate with the Canadian Borrowers and to provide information necessary to determine the amount of any deduction or withholding of taxes in respect of payments made to such Canadian Lender as contemplated in Section 4.13. The Canadian Funding Agent shall no longer be entitled to receive any payment under Section 4.13 if it ceases to be (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. Notwithstanding the foregoing, the provisions of this Section 4.14(b) shall cease to apply from the time that the Department of Finance (Canada) has publicly proposed legislation to amend the ITA applicable to interests payments on the Canadian Obligations which has the effect of eliminating Canadian withholding tax thereon under Part XIII of the ITA if paid to a non-resident of Canada.

Residency of Canadian Lenders and Canadian Funding Agent. (a) Each Canadian Lender represents and warrants to the Canadian BorrowersBorrower, the Administrative Agent, and the Canadian Funding Agent that it is (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. Each Canadian Lender further represents and warrants to the Canadian Borrowers Borrower, the Administrative Agent, and the Agents Canadian Funding Agent that in respect of any amounts paid or credited to it under this Agreement, such Canadian Lender will be entitled to receive such amount free and clear of, and without any obligation on the part of the Canadian Borrowers Borrower to make any withholding or deduction for or on account of any taxes imposed by Canada or any subdivision or taxing authority thereof. Each Canadian Lender covenants and agrees to promptly advise the Canadian Borrowers Borrower, the Administrative Agent, and the Agents Canadian Funding Agent if either representation becomes incorrect in any material respect, and to cooperate with the Canadian Borrowers and the Agents Borrower and to provide information necessary to determine the amount of any deduction or withholding of taxes in respect of payments made to such Canadian Lender as contemplated in Section 4.134.15 of this Agreement. A Canadian Lender shall no longer be entitled to receive any payment under Section 4.13 if (i) no Event of Default has occurred and is continuing and (ii) such Canadian Lender ceases to be (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. Notwithstanding the foregoing, the provisions of this Section 4.14(a) shall cease to apply from the time that the Department of Finance (Canada) has publicly proposed legislation to amend the ITA applicable to interests payments on the Canadian Obligations which has the effect of eliminating Canadian withholding tax thereon under Part XIII of the ITA if paid to a non-resident of Canada. (b) The Canadian Funding Agent represents and warrants to the Canadian Borrowers and the Administrative Agent that it is (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. The Canadian Funding Agent further represents and warrants to the Canadian Borrowers and the Administrative Agent that in respect of any amounts paid or credited to it under this Agreement, the Canadian Funding Agent will be entitled to receive such amount free and clear of, and without any obligation on the part of the Canadian Borrowers to make any withholding or deduction for or on account of any taxes imposed by Canada or any subdivision or taxing authority thereof. The Canadian Funding Agent covenants and agrees to promptly advise the Canadian Borrowers and the Administrative Agent if either representation becomes incorrect in any material respect, and to cooperate with the Canadian Borrowers and to provide information necessary to determine the amount of any deduction or withholding of taxes in respect of payments made to such Canadian Lender as contemplated in Section 4.13. The Canadian Funding Agent shall no longer be entitled to receive any payment under Section 4.13 4.15 if it ceases to be (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. Notwithstanding the foregoing, the provisions of this Section 4.14(b) shall cease to apply from the time that the Department of Finance (Canada) has publicly proposed legislation to amend the ITA applicable to interests payments on the Canadian Obligations which has the effect of eliminating Canadian withholding tax thereon under Part XIII of the ITA if paid to a non-resident of Canada.

Residency of Canadian Lenders and Canadian Funding Agent. (a) Each Canadian Lender represents and warrants to the Canadian Borrowers, the Administrative Agent, and the Canadian Funding Agent that it is (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. Each Canadian Lender further represents and warrants to the Canadian Borrowers and the Agents that in respect of any amounts paid or credited to it under this Agreement, such Canadian Lender will be entitled to receive such amount free and clear of, and without any obligation on the part of the Canadian Borrowers to make any withholding or deduction for or on account of any taxes imposed by Canada or any subdivision or taxing authority thereof. Each Canadian Lender covenants and agrees to promptly advise the Canadian Borrowers and the Agents if either representation becomes incorrect in any material respect, to cooperate with the Canadian Borrowers and the Agents and to provide information necessary to determine the amount of any deduction or withholding of taxes in respect of payments made to such Canadian Lender as contemplated in Section 4.13. A Canadian Lender shall no longer be entitled to receive any payment under Section 4.13 if (i) no Event of Default has occurred and is continuing and (ii) such Canadian Lender ceases to be (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. Notwithstanding the foregoing, the provisions of this Section 4.14(a) shall cease to apply from the time that the Department of Finance (Canada) has publicly proposed legislation to amend the ITA applicable to interests payments on the Canadian Obligations which has the effect of eliminating Canadian withholding tax thereon under Part XIII of the ITA if paid to a non-resident of Canada. (b) The Canadian Funding Agent represents and warrants to the Canadian Borrowers and the Administrative Agent that it is (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. The Canadian Funding Agent further represents and warrants to the Canadian Borrowers and the Administrative Agent that in respect of any amounts paid or credited to it under this Agreement, the Canadian Funding Agent will be entitled to receive such amount free and clear of, and without any obligation on the part of the Canadian Borrowers to make any withholding or deduction for or on account of any taxes imposed by Canada or any subdivision or taxing authority thereof. The Canadian Funding Agent covenants and agrees to promptly advise the Canadian Borrowers and the Administrative Agent if either representation becomes incorrect in any material respect, and to cooperate with the Canadian Borrowers and to provide information necessary to determine the amount of any deduction or withholding of taxes in respect of payments made to such Canadian Lender as contemplated in Section 4.13. The Canadian Funding Agent shall no longer be entitled to receive any payment under Section 4.13 if it ceases to be (i) resident in Canada for purposes of the ITA or (ii) deemed to be resident in Canada for purposes of Part XIII of the ITA in respect of any amounts paid or credited to it under this Agreement. Notwithstanding the foregoing, the provisions of this Section 4.14(b) shall cease to apply from the time that the Department of Finance (Canada) has publicly proposed legislation to amend the ITA applicable to interests payments on the Canadian Obligations which has the effect of eliminating Canadian withholding tax thereon under Part XIII of the ITA if paid to a non-resident of Canada.