qualified as to “materiality” or “Canadian Material Adverse Effect” shall be true and correct in all respects), except that any representation or warranty which by its terms is made as of a specified date shall be true and correct only as of such specified dates, (ii) the execution, delivery and performance of this Canadian Amendment by it are within its corporate power and authority and has been duly authorized by appropriate corporate action, (iii) this Canadian Amendment constitutes the legal, valid and binding obligation of it enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity, and (iv) other than those already obtained in connection herewith, there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance validity and enforceability of this Canadian Amendment.
. Each of Holdings and the Canadian Borrower hereby ratifies, confirms, acknowledges and agrees that its obligations under the Amended Credit Agreement, as applicable, are and remain in full force and effect, including its obligations under Section 14.03 thereof.
7.Confirmation and Effect; No Waiver.
(a)Other than as amended hereby, the provisions of the Credit Agreement shall remain in full force and effect in accordance with its terms following the Canadian Amendment Effective Date, and this Canadian Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided for herein. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.
(b)Neither the execution by the Exiting Lender of this Canadian Amendment, nor any other act or omission by the Exiting Lender or their officers in connection herewith, shall be deemed a waiver of any Defaults or Events of Default which may exist, which may have occurred prior to the date of the effectiveness of this Canadian Amendment or which may occur in the future under the Amended Credit Agreement and/or the other Loan Documents. Similarly, nothing contained in this Canadian Amendment shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect the Canadian Lender’s right at any time to exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Default or Event of Default, (ii) except as expressly provided herein, amend or alter any provision of the Credit Agreement, the other Loan Documents, or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of the Loan Parties or any right, privilege or remedy of the Beneficiaries under the Credit Agreement, the other Loan Documents, or any other contract or instrument.
(a)HSBC Bank Canada confirms and agrees that it is executing this Canadian Amendment solely as the exiting Canadian Lender and Canadian Issuing Bank and, upon satisfaction of the conditions precedent set forth in Section 4 hereof, shall cease to be the Canadian Lender and Canadian Issuing Bank under the Amended Credit Agreement and shall not have any Canadian Commitments or any obligation to issue any future Canadian Letters of Credit.
(b)This Canadian Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when