Orion Digital Corp 6-K, filed Mar 10, 2025

Orion Digital Corp. (ORIO)

6-K 2025-03-10 For: 2025-03-08

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Orion Digital Corp filed this 6-K on March 10, 2025.

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	Mogo Inc.


Date: March 10, 2025	By:	/s/ Gregory Feller
		Name: Gregory Feller
		Title: President & Chief Financial Officer

Exhibit Number		Document Description

99.1		Second amended and restated revolving credit and guarantee agreement dated as of February 26, 2025

99.2		Material change report dated March 7, 2025

		Page

Section 1.	DEFINITIONS AND INTERPRETATION	1

1.1.	Definitions	1
1.2.	Accounting Terms	29
1.3.	Interpretation, etc	30

Section 2.	LOANS	30

2.1.	Loans	30
2.2.	Pro Rata Shares	32
2.3.	Use of Proceeds	32
2.4.	Register	32
2.5.	Interest on Loans	33
2.6.	Default Interest	34
2.7.	Fees	34
2.8.	Call Protection	34
2.9.	Mandatory Prepayments	35
2.10.	Collection Account and Interest Account	35
2.11.	Application of Collections	36
2.12.	Payments During an Event of Default	37
2.13.	General Provisions Regarding Payments	37
2.14.	Ratable Sharing	38
2.15.	Making or Maintaining Loans	39
2.16.	Increased Costs; Capital Adequacy	40
2.17.	Taxes; Withholding, etc	42
2.18.	Benchmark Replacement	44

Section 3.	CONDITIONS PRECEDENT	51

3.1.	Closing Date Conditions Precedent	51
3.2.	Credit Date Conditions Precedent	54
3.3.	Amended and Restated Credit Agreement Conditions Precedent	55

Section 4.	REPRESENTATIONS AND WARRANTIES	56

4.1.	Organization; Requisite Power and Authority; Qualification; Other Names	56
4.2.	Capital Stock and Ownership	56
4.3.	Due Authorization	56
4.4.	No Conflict	56
4.5.	Governmental Consents	57
4.6.	Binding Obligation	57
4.7.	Receivables	57
4.8.	Adverse Proceedings, etc	57
4.9.	Payment of Taxes	58
4.10.	Title to Assets	58
4.11.	No Indebtedness	58
4.12.	No Defaults	58
4.13.	Governmental Regulation	58

		Page

4.14.	Margin Stock	58
4.15.	Certain Fees	59
4.16.	Solvency and Fraudulent Conveyance	59
4.17.	Credit Documents; Related Agreements	59
4.18.	Compliance with Statutes, etc	59
4.19.	No Material Adverse Effect	60
4.20.	Money Control Acts	60
4.21.	Pension Matters	60
4.22.	Disclosure	60

Section 5.	AFFIRMATIVE COVENANTS	61

5.1.	Deliverables	61
5.2.	Existence	64
5.3.	Payment of Taxes and Claims	64
5.4.	Audits of Receivables	64
5.5.	Compliance with Laws	65
5.6.	Further Assurances	65
5.7.	Cash Management Systems	65
5.8.	Due Diligence; Access to Certain Documentation	66
5.9.	Insurance	68
5.10.	Servicing of Receivables	68
5.11.	Additional Originating Subsidiaries	68

Section 6.	NEGATIVE COVENANTS	69

6.1.	Indebtedness	69
6.2.	Liens	69
6.3.	Investments	69
6.4.	Fundamental Changes; Acquisitions; Disposition of Collateral	70
6.5.	Restricted Junior Payments	70
6.6.	Material Contracts, Organizational Documents, Originating Documentation	70
6.7.	Sales and Lease-Backs	70
6.8.	Transactions with Shareholders and Affiliates	71
6.9.	Fiscal Year	71
6.10.	Servicing Agreement and Backup Servicing Agreement	71
6.11.	Changes in Servicing Policies	71
6.12.	Pension Matters	71
6.13.	Financial Covenants	71

Section 7.	EVENTS OF DEFAULT	72

7.1.	Events of Default	72

		Page

Section 8.	GUARANTEE	75

8.1.	Guarantee of the Obligations	75
8.2.	Payment by Guarantors	75
8.3.	Liability of Guarantors Absolute	76
8.4.	Waivers by Guarantors	78
8.5.	Guarantors’ Rights of Subrogation, Contribution, etc	79
8.6.	Subordination of Other Obligations	79
8.7.	Continuing Guarantee	80
8.8.	Authority of Guarantors	80
8.9.	Financial Condition of the Borrower	80
8.10.	Bankruptcy, etc	80

Section 9.	AGENTS	81

9.1.	Appointment of Agents	81
9.2.	Powers and Duties	81
9.3.	Collateral Documents	82

Section 10.	MISCELLANEOUS	82

10.1.	Notices	82
10.2.	Expenses	82
10.3.	Indemnity	83
10.4.	Set-Off	84
10.5.	Amendments and Waivers	84
10.6.	Successors and Assigns; Participations	86
10.7.	Independence of Covenants	89
10.8.	Survival of Representations, Warranties and Agreements	89
10.9.	No Waiver; Remedies Cumulative	89
10.10.	Marshalling; Payments Set Aside	90
10.11.	Severability	90
10.12.	Headings	90
10.13.	APPLICABLE LAW	90
10.14.	CONSENT TO JURISDICTION	91
10.15.	WAIVER OF JURY TRIAL	92
10.16.	Usury Savings Clause	92
10.17.	Counterparts	93
10.18.	Advice of Counsel; No Strict Construction	93
10.19.	Paramountcy	93
10.20.	Joint and Several Obligations	94
10.21.	Time	94
10.22.	Limitations Act, 2002	94
10.23.	Effectiveness	94
10.24.	Money Control Acts	94
10.25.	Prior Agreements	95
10.26.	Confidentiality	95
10.27.	Judgment Currency	96
10.28.	Permitted Subordinated Indebtedness	96

			Page

APPENDICES:	A	Loan Commitments	Appendix A-1
	B	Notice Addresses	Appendix B-1
	C	Eligibility Criteria	Appendix C-1
	D	Corporate Structure	Appendix D-1

EXHIBITS:	A	Form of Funding Notice and Direction
	B	Form of Note
	C	Form of Assignment Agreement

Type of Receivable	Applicable Advance Rate
Mini Money, Mini Money 2500¹	70%
Mini Money, Mini Money [Redacted – Commercially Sensitive Information], Mini Money 2500, Mini Money 3500, Mini Money 5000, New Flex and Liquid Money Receivable	80.00%

Period	Applicable Deemed Balance²
From the Closing Date to September 30, 2017	$0
From October 1, 2017 to December 31, 2017	$26,000,000

From January 1, 2018 to March 31, 2018	$28,500,000
From April 1, 2018 to June 30, 2018	$31,000,000
From July 1, 2018 to December 31, 2018	$33,000,000
From January 1, 2019 to December 31, 2019	$39,000,000
From January 1, 2020 to December 31, 2020	$43,000,000
From July 1, 2020 to June 30, 2021	$36,000,000
From July 1, 2021 to December 15, 2021	$37,500,000
From December 16, 2021 to June 30, 2022	$40,000,000
From July 1, 2022 to the date that all Obligations have been indefeasibly repaid in full	$45,000,000

	Beneficiary Bank:	[Redacted – Account Details]
	Beneficiary Bank Swift Code:	[Redacted – Account Details]
	Beneficiary Account Name:	[Redacted – Account Details]
	Beneficiary Account Number:	[Redacted – Account Details]

	Calendar Month	Aggregate of Mini Money, Mini Money 2500, Mini Money 3500, Mini Money 5000, New Flex and Liquid Money Receivable
	1	1.88%
	2	2.59%
	3	3.19%
	4	4.29%
	5	4.89%
	6	5.64%
	7	7.01%
	8	11.83%
	9	14.16%
	10	17.23%
	11	19.80%
	12	21.97%

	13	23.51%
	14	24.53%
	15	25.31%
	16	26.66%
	17	27.06%
	18	27.97%
	19	28.38%
	20	29.05%

	Calendar Month	Aggregate of Mini Money [Redacted – Commercially Sensitive Information] Receivable
	1	0.50%
	2	0.70%
	3	0.80%
	4	1.10%
	5	1.30%
	6	1.50%

	7	2.60%
	8	4.70%
	9	7.10%
	10	9.00%
	11	10.80%
	12	12.30%
	13	16.00%
	14	17.90%
	15	19.80%
	16	21.20%
	17	22.70%
	18	23.70%
	19	24.40%
	20	24.90%

	Calendar Month	Aggregate of Mini Money, Mini Money [Redacted – Commercially Sensitive Information], Mini Money 2500, Mini Money 3500, Mini Money 5000, New Flex and Liquid Money Receivable
	1	5.70%
	2	9.75%

	3	13.53%
	4	17.04%
	5	20.36%
	6	23.56%
	7	26.70%
	8	30.00%
	9	30.88%
	10	32.97%
	11	35.69%
	12	38.11%
	13	40.23%
	14	42.12%
	15	43.58%
	16	45.45%
	17	47.31%
	18	49.10%
	19	50.31%
	20	52.59%

Type of Receivable	Delinquency
Aggregate Mini Money, Mini Money [Redacted – Commercially Sensitive Information], Mini Money 2500, Mini Money 3500, Mini Money 5000, New Flex and Liquid Money Receivable	22.00%

	(a)	Liens imposed by law for taxes, assessments or other governmental charges payable by the Borrower that are not yet due or are being contested in compliance with Section 5.3;

	(b)	Liens arising in favor of the applicable financial institution under an Account Control Agreement (with trigger) or Account Control Agreement (without trigger) in respect of the Interest Account or a Collection Account, as applicable;

	(c)	Liens securing PMSI Indebtedness, provided that any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness;

	(d)	Liens securing Permitted Credit Card Indebtedness owed to BMO; and

	(e)	Liens securing Permitted Subordinated Indebtedness;

	(i)	the aggregate unpaid principal balance of Eligible Receivables that are not Equifax Receivables shall not exceed 15% of the aggregate unpaid principal balance of all Eligible Receivables;

	(ii)	the aggregate unpaid principal balance of Eligible Receivables that are Mini Money 5000 shall not exceed 10% of the aggregate unpaid principal balance of all Eligible Receivables;

	(iii)	the aggregate unpaid principal balance of Eligible Receivables that are Settled Receivables shall not exceed 2% of the aggregate unpaid principal balance of all Eligible Receivables;

	(iv)	the aggregate unpaid principal balance of Eligible Receivables of each Type of Receivable that are Type 1 Delinquent Receivables shall not exceed the following percentages of the aggregate unpaid principal balance of all Eligible Receivables of such Type of Receivable:

	(a)	Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, except as may be otherwise specifically prescribed herein.

	(b)	Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent, the Lenders, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

	(b)	Increase in Loan Commitment. During the Commitment Period, the Borrower may, by written notice to the Administrative Agent (an “Increase Notice”), request that the Lenders increase their Loan Commitment by an aggregate amount not to exceed $40,000,000. Upon receipt of such Increase Notice, the Administrative Agent shall promptly notify the Lenders of such request and forward to the Lenders a copy of the Increase Notice. If the Lenders, in their sole and absolute discretion, agree to increase their Loan Commitment, the Lenders shall notify the Administrative Agent of such agreement, following which the Administrative Agent shall forthwith notify the Borrower. Upon the Borrower receiving such notification from the Administrative Agent, the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders a commitment fee of $100,000. Upon receipt by the Lenders of such fee, the Loan Commitment of the Lenders shall be increased by $40,000,000 on a pro rata basis and the Loan Commitments shall be increased accordingly. If the Lenders fail to notify the Administrative Agent of their agreement to increase their Loan Commitment within 15 Business Days of receiving the Increase Notice from the Administrative Agent, the Lenders shall be deemed to have elected not to increase their Loan Commitment.

	(c)	Borrowing Mechanics for Loans.

	(i)	Loans shall be made in an aggregate minimum amount of $250,000.

	(ii)	No more than one Credit Date shall occur during any one week period, provided that two Credit Dates may occur during any one week period once per calendar month.

	(iii)	Whenever the Borrower desires that Lenders make Loans, the Borrower shall deliver to the Administrative Agent a fully executed and delivered Funding Notice and Direction no later than 10:00 a.m. at least three (3) Business Days in advance of the proposed Credit Date. Except as otherwise provided herein, a Funding Notice and Direction shall be irrevocable and the Borrower shall be bound to make a borrowing in accordance therewith.

	(iv)	Notice of receipt of each Funding Notice and Direction in respect of Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 10:00 a.m.) not later than 2:00 p.m. on the same day as the Administrative Agent’s receipt of such Notice from the Borrower.

	(v)	Each Lender shall make the amount of its Loan available to the Administrative Agent not later than 12:00 p.m. on the applicable Credit Date by wire transfer of same day funds in Dollars at the Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Loans available to the Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited to the account of the Borrower as may be designated in writing to the Administrative Agent by the Borrower.

	(vi)	For certainty all amounts outstanding under the Existing Credit Agreement immediately prior to the date hereof shall continue to be outstanding Loans under this Agreement owing by the Borrower as of and after the date hereof.

	(a)	Except as otherwise set forth herein, the Loans shall bear interest on the Outstanding Amount from the date made through repayment (whether by acceleration or otherwise) at the Interest Rate.

	(b)	Interest payable pursuant to Section 2.5(a) shall be computed on the basis of a 360‑day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on a Loan, the Credit Date or the first day of an Interest Period applicable to such Loan shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan shall be excluded.

	(c)	For the purposes of determining the interest payable pursuant to Section 2.5(a), the Outstanding Amount of the Loans shall be deemed to be the greater of the actual Outstanding Amount and the Applicable Deemed Balance.

	(d)	Except as otherwise set forth herein, interest on the Loans shall be payable in arrears on (i) each Settlement Date with respect to the related Interest Period; and (ii) with respect to any prepayment in whole or in part of any Loan, whether voluntary or mandatory, upon such prepayment in an amount equal to the interest accrued and unpaid on the amount so prepaid to the date of prepayment.

	(e)	For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Credit Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360 day year or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or the actual number of days in such other period of time, respectively. The Borrower and each Guarantor confirms that each of them understands and is able to calculate the rate of interest based on the methodology for calculating per annum rates provided in this Agreement. The Borrower and each Guarantor agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to this Agreement, or any related document that the interest payable thereunder and the calculation thereof has not been adequately disclosed to the Borrower or such Guarantor as required pursuant to section 4 of the Interest Act (Canada) or any other applicable law.

	(a)	The Borrower shall pay to the Lead Arranger the Upfront Fee on or before the Closing Date.

	(b)	On each Settlement Date, the Borrower shall pay to the Administrative Agent for the ratable benefit of the Lenders the Unused Fee in respect of the related Interest Period.

	(c)	On the fifteenth (15^th) calendar day of each month, the Borrower shall pay to the Administrative Agent for the ratable benefit of the Lenders an asset management fee of US$5,000 (the “Management Fee”).

	(i)	the amount of Loan Commitments as at the date of such prepayment, multiplied by (i) the Interest Rate in effect for the Interest Period during which such prepayment is made, multiplied by a fraction (ii) the numerator of which is the number of days between the date of such prepayment and the Maturity Date, and the denominator of which is 360 if such prepayment occurs between January 1, 2020 and June 30, 2028; and

	(ii)	zero if such prepayment occurs between July 1, 2028 and the Maturity Date.

	(a)	Outstanding Amount. The Borrower shall from time to time prepay the Loans to the extent necessary to ensure that the Outstanding Amount shall not at any time exceed the Borrowing Base.

	(b)	Tax Refunds. On the date of receipt by any Credit Party of any tax refunds, the Borrower shall prepay the Loans an amount equal to such tax refunds.

	(c)	Acceleration. The Borrower shall repay the Loans and all other Obligations upon demand in accordance with Section 7.1.

	(d)	Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to this Section 2.9, the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower demonstrating the calculation of the amount of the applicable net proceeds.

	(a)	on a pari passu basis, (1) to the Loan Account Bank, if due, the Loan Account Bank Fees accrued and unpaid as of the last day of the related Collection Period, and (2) to the Collection Account Bank, if due, the Collection Account Bank Fees accrued and unpaid as of the last day of the related Collection Period, (3) to the Backup Servicer, if due, the Backup Servicing Fees and reimbursable expenses (including, without limitation, any transition costs) of the Backup Servicer accrued and unpaid as of the last day of the related Collection Period, if any;

	(b)	to the Administrative Agent, to pay any costs or fees due to the Administrative Agent or the Collateral Agent pursuant to this Agreement or any other Credit Document;

	(c)	to the Administrative Agent, for the ratable benefit of the Lenders, to pay any accrued but unpaid interest, fees and expenses in connection with this Agreement and any other Credit Document;

	(d)	to the Administrative Agent, for the ratable benefit of the Lenders, to pay any amounts due and unpaid pursuant to Section 2.1(a), Section 2.8 or Section 2.9; and

	(e)	to the Borrower, or as it may otherwise direct, for its own account.

	(a)	First, to the payment of, and in the same priority as, items (a) through (d) in Section 2.11;

	(b)	Second, to the Administrative Agent, for the ratable benefit of the Lenders, to reduce the Outstanding Amount to zero; and

	(c)	Third, to the Borrower, any remaining amounts.

	(a)	All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, for the account of the Lenders, not later than 3:00 p.m. on the date due via wire transfer of immediately available funds to the Payment Account; funds not so received by the Administrative Agent at or before that time on such due date shall only be deemed to have been received by the Administrative Agent on the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day (except to the extent such delay in payment results solely from the Loan Account Bank’s failure to distribute funds on deposit in the Interest Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.11 or Section 2.12). Interest shall continue to accrue on any principal as to which a non‑conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full.

	(b)	All payments in respect of the principal amount of the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid.

	(c)	The Administrative Agent shall promptly distribute to each Lender at such address or via wire transfer as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent.

	(d)	Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder.

	(e)	The Administrative Agent shall give prompt telephonic notice to the Borrower and each Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.12.

	(a)	Inability to Determine Applicable Interest Rate. Subject to Section 2.18, in the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any Loan, that adequate and fair means do not exist for ascertaining the Benchmark on the basis provided for in the definition of Benchmark, the Administrative Agent shall on such Interest Rate Reset Date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon Benchmark shall be deemed equal to the Federal Funds Rate in effect from time to time.

	(b)	Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or calculated to be due and payable by such Lender to lenders of funds borrowed by it to make or carry its Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re‑employment of such funds but excluding loss of anticipated profits) which such Lender would sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Loan does not occur on the related Credit Date; (ii) if any prepayment or other principal payment of any of its Loans occurs on any day other than a Settlement Date (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its Loans is not made on any date specified in a notice of prepayment given by the Borrower.

	(c)	Assumptions Concerning Funding Loans. Calculation of all amounts payable to a Lender under this Section 2.15 and under Section 2.16 shall be made as though such Lender had actually funded each of its relevant Loans through the purchase of a deposit bearing interest at the Benchmark in an amount equal to the amount of such Loan and having a maturity comparable to the relevant Interest Period; provided, however, each Lender may fund each of its Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.15 and under Section 2.16.

	(b)	Capital Adequacy Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, any Loan or such Lender’s Loan Commitment or participations therein or other obligations hereunder with respect to any Loan to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), (a “Capital Adequacy Adjustment Event”) then from time to time, within ten (10) Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction; provided that (i) the related Capital Adequacy Adjustment Event occurred within the 90 day period preceding the date on which the Borrower received such statement, or (ii) the Capital Adequacy Adjustment Event has retroactive effects to a date prior to such 90 day period but the Borrower received such statement within 90 days of the occurrence of the Capital Adequacy Adjustment Event. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.16(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

	(c)	Dodd-Frank. For greater certainty, notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines or directives promulgated thereunder shall be deemed to be a law that becomes effective after the Closing Date, regardless of the date enacted or adopted.

	(d)	Basel III Framework. For greater certainty, notwithstanding anything herein to the contrary, all laws, regulations, rules, directives and guidelines attributable to the implementation or application of the Basel III Framework shall be deemed to be a law that becomes effective after the Closing Date, regardless of the date enacted or adopted. In this Agreement, “Basel III Framework” means the global regulatory standards on bank capital adequacy and liquidity referred to by the Basel Committee on Banking Supervision (“BCBS”) as “Basel III” or the “Basel III Framework” published in December 2010, together with any further guidance or standards in relation to “Basel III” or the “Basel III Framework” published or to be published by the BCBS.

	(a)	Payments to Be Free and Clear. All sums payable by each Credit Party hereunder and under the other Credit Documents shall (except to the extent required by applicable law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or within Canada or any political subdivision in or of Canada or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which Canada or any such jurisdiction is a member at the time of payment.

	(b)	Withholding of Taxes. If the Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party in respect of interest paid or payable by any Credit Party to the Administrative Agent or any Lender under any of the Credit Documents: (i) such Credit Party shall notify the Administrative Agent as soon as practicable of any such requirement or any change in any such requirement as soon as such Credit Party becomes aware of it; (ii) such Credit Party shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Person) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days (or as soon as practicable thereafter) after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days (or as soon as practicable thereafter) after the due date of payment of any Tax which it is required by clause (ii) above to pay, such Credit Party shall use commercially reasonable efforts to deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

	(c)	Payment of Taxes. The Borrower agrees to pay any Tax (other than a Tax on the overall net income of any Agent, Lender or other Secured Party) that arise from any payment made under any of the Credit Documents or from the execution, sale, transfer, delivery or registration of, or otherwise with respect to, any of the Credit Documents. The Borrower hereby indemnifies each Agent, Lender and other Secured Party for the full amount of any Tax (other than Taxes on the overall net income of such Agent, Lender or Secured Party) paid by such Agent, Lender or other Secured Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Tax was correctly or legally asserted.

	(d)	Notice; Mitigation. In the event the Borrower has actual knowledge that it is required to, or there arises, in the Borrower’s reasonable opinion, a substantial likelihood that the Borrower will be required to, pay an increased amount or otherwise indemnify such Lender for or on account of any Taxes pursuant to Section 2.17(b), the Borrower shall promptly notify such Lender of the nature of such Taxes and shall furnish such information to such Lender as it may reasonably request. In the event the Borrower provides the notice described in the previous sentence, such Lender shall consult with the Borrower in good faith to determine what action may be required to avoid or reduce such Taxes and shall use reasonable efforts to avoid or reduce such Taxes, provided that no action shall be required to be taken that would be disadvantageous to such Lender and would result in significantly increased cost to such Lender.

	(e)	Confirmation of Tax Status. If requested by the Borrower, each Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent executed originals of any form prescribed by applicable law as a basis for claiming exemption from or a reduction in Canadian federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.