Each of the U. S. Borrower and the Australian Borrower hereby appoints the Parent Borrower and each of its officers to be its attorneys in fact (its “Attorneys”) and in its name and on its behalf and as its act and deed or otherwise to sign all documents and carry out all such acts as are necessary or appropriate in connection with executing any Borrowing Request, any Loan Documents or any other instruments, certificates or documents delivered thereunder or in connection therewith (collectively, the “Documents”). This Power of Attorney shall be valid for the duration of the term of this Agreement. The U.
Each of the U. S. Borrower and its --------------------------------- Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and in good standing and qualified to do business in each jurisdiction where its ownership or lease of Property or conduct of its business requires such qualification and where a failure to be qualified would reasonably be expected to cause a Material Adverse Change.
Each of the U. S. Borrower and Holdings has duly authorized, executed and delivered the Amendment and (subject to the qualifications set forth in the unnumbered paragraphs at the end hereof) the Amendment and the Credit Agreement, as amended by the Amendment, constitute the legal, valid and binding obligation of each such Person and are enforceable against each such Person in accordance with their terms.
Each of the U. S. Borrower and the Canadian Borrower may elect to continue any Eurodollar Loan as such and the Canadian Borrower may elect to continue any BA Loan as such upon the expiration of the then current Interest Period with respect thereto by giving at least three Business Days' prior irrevocable notice as to Eurodollar Loans, and two Business Days' prior irrevocable notice as to BA Loans, to the Administrative Agent, and with respect to the Canadian Facilities, the Canadian Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan or BA Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or, with respect to the Canadian Facilities, the Canadian Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility, and provided, further, that if the U.S. Borrower or the Canadian Borrower, as applicable, shall fail to give any required notice as described above in this paragraph (i) such Eurodollar Loans shall be continued for the same Interest Period as the then expiring Interest Period as of the last day of such then expiring Interest Period, except that if such continuation is not permitted pursuant to the first proviso in this Section 4.3(b) such Loans shall be repaid or (if not so repaid) converted automatically to Base Rate Loans and (ii) the face amount of such BA Loan shall be repaid or (if not so repaid) automatically converted to Canadian Prime Rate Loans, in each case on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent, or the Canadian Administrative Agent, as applicable, shall promptly notify each relevant Lender thereof.
Each of the U. S. Borrower and the Canadian Borrower agrees that, upon the request to the Administrative Agent or the Canadian Administrative Agent by any Lender, such Borrower will promptly execute and deliver to such Lender a promissory note of such Borrower, evidencing any U.S. Term Loans, Canadian Term Loans, U.S. Revolving Loans, Canadian Revolving Loans, U.S. Swing Line Loans or Canadian Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit X-0, X-0, X-0, X-0, G-5 or G-6, respectively (a "U.S. Term Note", "Canadian Term Note", "U.S. Revolving Note", "Canadian Revolving Note", "U.S. Swing Line Note" or "Canadian Swing Line Note", respectively and each individually, a "Note"), with appropriate insertions as to date and principal amount.
