Common use of Notices; Authorized Representative Clause in Contracts

Notices; Authorized Representative. (a) Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including facsimile communication) and mailed, faxed or delivered by overnight courier, if to any Credit Party, at the address specified in Schedule 10.03 or in the other relevant Credit Documents, as the case may be; if to the Administrative Agent or any Letter of Credit Issuer, at such Person’s applicable Notice/Payment Office; if to any Lender, at its address specified for such Lender on such Lender’s Administrative Questionnaire; or at such other address for any party as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective when received. References herein to the taking of any action hereunder of an administrative nature by any Borrower shall be deemed to include references to the US Borrower’s taking such action on such Borrower’s behalf and the Administrative Agent is expressly authorized to accept any such action taken by the US Borrower as having the same effect as if taken by such Borrower. Notwithstanding anything to the contrary contained in this Agreement, notices, requests, demands and other communications made to Lenders in their capacity as such may be made by electronic transmission. (b) For greater certainty, and without limiting the powers of the Administrative Agent or Collateral Agent, or any other Person acting as an agent for the Administrative Agent or the Collateral Agent pursuant to any Credit Document, hereunder or under any of the other Credit Documents, each of Holdings and the Borrowers hereby acknowledges that the Administrative Agent shall, for purposes of holding any security granted by any of Holdings or any Subsidiary of Holdings on property pursuant to the laws of the Province of Quebec to secure obligations of Holdings or such Subsidiary of Holdings under any debenture, be the holder of an irrevocable power of attorney (fondè de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future Secured Parties and in particular for all present and future holders of any such debenture. The Lenders hereby irrevocably constitute, to the extent necessary, the Administrative Agent as the holder of an irrevocable power of attorney (fondè de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any of Holdings or any Subsidiary of Holdings in the Province of Quebec to secure the obligations of any of Holdings or any Subsidiary of Holdings under any debenture, which is hereby ratified and confirmed by and on behalf of all Secured Parties. Each assignee of the Administrative Agent or a Lender shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as the holder of such irrevocable power of attorney (fondè de pouvoir) by execution of an Assignment and Assumption Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Administrative Agent may acquire and be the holder of any debenture. Each of Holdings and the Borrowers hereby acknowledges that such debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. Notwithstanding the foregoing, nothing contained herein is intended to revoke the provisions of Section 10.03(b) of the Existing Credit Agreement with respect to the role of the Canadian Agent as described therein.

Notices; Authorized Representative. (a) Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including facsimile communication) and mailed, faxed or delivered by overnight courier, if to any Credit Party, at the address specified in Schedule 10.03 or in the other relevant Credit Documents, as the case may be; if to the Administrative Agent or any Letter of Credit Issuer, at such Person’s 's applicable Notice/Payment Notice Office; if to any Lender, at its address specified for such Lender on such Lender’s Administrative QuestionnaireSchedule II; or or, at such other address for any party as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective when received. References herein to the taking of any action hereunder of an administrative nature by any Borrower shall be deemed to include references to the US Borrower’s 's taking such action on such Borrower’s 's behalf and the Administrative Agent is Agents are expressly authorized to accept any such action taken by the US Borrower as having the same effect as if taken by such Borrower. Notwithstanding anything to the contrary contained in this Agreement, notices, requests, demands and other communications made to Lenders in their capacity as such may be made by electronic transmission. (b) For greater certainty, and without limiting the powers of the Administrative Agent or Collateral Agent, or any other Person acting as an agent for the Administrative Agent or the Collateral Agent such Agents pursuant to any Credit Document, hereunder or under any of the other Credit Documents, each of Holdings and the Borrowers hereby acknowledges that the Administrative Canadian Agent shall, for purposes of holding any security granted by any of Holdings or any Subsidiary of Holdings on property pursuant to the laws of the Province of Quebec to secure obligations of Holdings or such Subsidiary of Holdings under any debenture, be the holder of an irrevocable power of attorney (fondè fonde de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future Secured Parties and in particular for all present and future holders of any such debenture. The Each of the Agents and the Lenders hereby irrevocably constituteconstitutes, to the extent necessary, the Administrative Canadian Agent as the holder of an irrevocable power of attorney (fondè fonde de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any of Holdings or any Subsidiary of Holdings in the Province of Quebec to secure the obligations of any of Holdings or any Subsidiary of Holdings under any debenture, which is hereby ratified and confirmed by and on behalf of all Secured Parties. Each assignee of the Administrative an Agent or a Lender shall be deemed to have confirmed and ratified the constitution of the Administrative Canadian Agent as the holder of such irrevocable power of attorney (fondè fonde de pouvoir) by execution of an Assignment and Assumption Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Administrative Canadian Agent may acquire and be the holder of any debenture. Each of Holdings and the Borrowers hereby acknowledges that such debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. Notwithstanding the foregoing, nothing contained herein is intended to revoke the provisions of Section 10.03(b) of the Existing Credit Agreement with respect to the role of the Canadian Agent as described therein.

Notices; Authorized Representative. (a) Except as ----------------------------------- otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including facsimile communication) and mailed, faxed or delivered by overnight courier, if to any Credit Party, at the address specified in Schedule 10.03 or in the other relevant Credit Documents, as the case may be; if to the Administrative Agent or any Letter of Credit Issuer, at such Person’s 's applicable Notice/Payment Notice Office; if to any Lender, at its address specified for such Lender on such Lender’s Administrative QuestionnaireSchedule II; or or, at such other address for any party as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective when received. References herein to the taking of any action hereunder of an administrative nature by any Borrower shall be deemed to include references to the US Borrower’s 's taking such action on such Borrower’s 's behalf and the Administrative Agent is Agents are expressly authorized to accept any such action taken by the US Borrower as having the same effect as if taken by such Borrower. Notwithstanding anything to the contrary contained in this Agreement, notices, requests, demands and other communications made to Lenders in their capacity as such may be made by electronic transmission. (b) For greater certainty, and without limiting the powers of the Administrative Agent or Collateral Agent, or any other Person acting as an agent for the Administrative Agent or the Collateral Agent such Agents pursuant to any Credit Document, hereunder or under any of the other Credit Documents, each of Holdings and the Borrowers hereby acknowledges that the Administrative Canadian Agent shall, for purposes of holding any security granted by any of Holdings or any Subsidiary of Holdings on property pursuant to the laws of the Province of Quebec to secure obligations of Holdings or such Subsidiary of Holdings under any debenture, be the holder of an irrevocable power of attorney (fondè fonde de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future Secured Parties and in particular for all present and future holders of any such debenture. The Each of the Agents and the Lenders hereby irrevocably constituteconstitutes, to the extent necessary, the Administrative Canadian Agent as the holder of an irrevocable power of attorney (fondè fonde de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any of Holdings or any Subsidiary of Holdings in the Province of Quebec to secure the obligations of any of Holdings or any Subsidiary of Holdings under any debenture, which is hereby ratified and confirmed by and on behalf of all Secured Parties. Each assignee of the Administrative an Agent or a Lender shall be deemed to have confirmed and ratified the constitution of the Administrative Canadian Agent as the holder of such irrevocable power of attorney (fondè fonde de pouvoir) by execution of an Assignment and Assumption Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Administrative Canadian Agent may acquire and be the holder of any debenture. Each of Holdings and the Borrowers hereby acknowledges that such debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. Notwithstanding the foregoing, nothing contained herein is intended to revoke the provisions of Section 10.03(b) of the Existing Credit Agreement with respect to the role of the Canadian Agent as described therein.

Notices; Authorized Representative. (a) Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including facsimile communication) and mailed, faxed or delivered by overnight courier, if to any Credit Party, at the address specified in Schedule 10.03 or in the other relevant Credit Documents, as the case may be; if to the Administrative Agent or any Letter of Credit Issuer, at such Person’s applicable Notice/Payment Office; if to any Lender, at its address specified for such Lender on such Lender’s Administrative Questionnaire; or at such other address for any party as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective when received. References herein to the taking of any action hereunder of an administrative nature by any Borrower shall be deemed to include references to the US Borrower’s taking such action on such Borrower’s behalf and the Administrative Agent is expressly authorized to accept any such action taken by the US Borrower as having the same effect as if taken by such Borrower. Notwithstanding anything to the contrary contained in this Agreement, notices, requests, demands and other communications made to Lenders in their capacity as such may be made by electronic transmission. (b) For greater certainty, and without limiting the powers of the Administrative Agent or Collateral Agent, or any other Person acting as an agent for the Administrative Agent or the Collateral Agent pursuant to any Credit Document, hereunder or under any of the other Credit Documents, each of Holdings and the Borrowers hereby acknowledges that the Administrative Agent shall, for purposes of holding any security granted by any of Holdings the US Borrower or any Subsidiary of Holdings the US Borrower on property pursuant to the laws of the Province of Quebec to secure obligations of Holdings the US Borrower or such Subsidiary of Holdings the US Borrower under any debenture, be the holder of an irrevocable power of attorney (fondè de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future Secured Parties and in particular for all present and future holders of any such debenture. The Lenders hereby irrevocably constitute, to the extent necessary, the Administrative Agent as the holder of an irrevocable power of attorney (fondè de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any of Holdings the US Borrower or any Subsidiary of Holdings the US Borrower in the Province of Quebec to secure the obligations of any of Holdings the US Borrower or any Subsidiary of Holdings the US Borrower under any debenture, which is hereby ratified and confirmed by and on behalf of all Secured Parties. Each assignee of the Administrative Agent or a Lender shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as the holder of such irrevocable power of attorney (fondè de pouvoir) by execution of an Assignment and Assumption Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Administrative Agent may acquire and be the holder of any debenture. Each of Holdings and the Borrowers hereby acknowledges that such debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. Notwithstanding the foregoing, nothing contained herein is intended to revoke the provisions of Section 10.03(b) of the Existing Credit Agreement with respect to the role of the Canadian Agent as described therein.

Notices; Authorized Representative. (a) Except as otherwise ----------------------------------- expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including facsimile communication) and mailed, faxed or delivered by overnight courier, if to any Credit Party, at the address specified in Schedule 10.03 or in the other relevant Credit Documents, as the case may be; if to the Administrative Agent or any Letter of Credit Issuer, at such Person’s 's applicable Notice/Payment Notice Office; if to any Lender, at its address specified for such Lender on such Lender’s Administrative QuestionnaireSchedule II; or or, at such other address for any party as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective when received. References herein to the taking of any action hereunder of an administrative nature by any Borrower shall be deemed to include references to the US Borrower’s 's taking such action on such Borrower’s 's behalf and the Administrative Agent is Agents are expressly authorized to accept any such action taken by the US Borrower as having the same effect as if taken by such Borrower. Notwithstanding anything to the contrary contained in this Agreement, notices, requests, demands and other communications made to Lenders in their capacity as such may be made by electronic transmission. (b) For greater certainty, and without limiting the powers of the Administrative Agent or Collateral Agent, or any other Person acting as an agent for the Administrative Agent or the Collateral Agent such Agents pursuant to any Credit Document, hereunder or under any of the other Credit Documents, each of Holdings and the Borrowers hereby acknowledges that the Administrative Canadian Agent shall, for purposes of holding any security granted by any of Holdings or any Subsidiary of Holdings on property pursuant to the laws of the Province of Quebec to secure obligations of Holdings or such Subsidiary of Holdings under any debenture, be the holder of an irrevocable power of attorney (fondè fonde de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future Secured Parties and in particular for all present and future holders of any such debenture. The Each of the Agents and the Lenders hereby irrevocably constituteconstitutes, to the extent necessary, the Administrative Canadian Agent as the holder of an irrevocable power of attorney (fondè fonde de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any of Holdings or any Subsidiary of Holdings in the Province of Quebec to secure the obligations of any of Holdings or any Subsidiary of Holdings under any debenture, which is hereby ratified and confirmed by and on behalf of all Secured Parties. Each assignee of the Administrative an Agent or a Lender shall be deemed to have confirmed and ratified the constitution of the Administrative Canadian Agent as the holder of 158 such irrevocable power of attorney (fondè fonde de pouvoir) by execution of an Assignment and Assumption Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Administrative Canadian Agent may acquire and be the holder of any debenture. Each of Holdings and the Borrowers hereby acknowledges that such debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. Notwithstanding the foregoing, nothing contained herein is intended to revoke the provisions of Section 10.03(b) of the Existing Credit Agreement with respect to the role of the Canadian Agent as described therein.