DRAWING HEREUNDER, TOGETHER WITH ALL
CHARGES PAYABLE IN RESPECT THEREOF, SHALL BE LIMITED TO THE MAXIMUM RATE AND, TO
THE EXTENT LAWFUL, THE INTEREST AND CHARGES THAT WOULD HAVE BEEN PAYABLE IN
RESPECT OF SUCH LOAN OR B/A DRAWING BUT WERE NOT PAYABLE AS A RESULT OF THE
OPERATION OF THIS SECTION 9.17 SHALL BE CUMULATED AND THE INTEREST AND CHARGES
PAYABLE TO SUCH LENDER IN RESPECT OF OTHER LOANS OR B/A DRAWINGS OR PERIODS
SHALL BE INCREASED (BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH
CUMULATED AMOUNT, TOGETHER WITH INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE
RATE TO THE DATE OF REPAYMENT, SHALL HAVE BEEN RECEIVED BY SUCH LENDER.
SECTION 9.18.
QUEBEC.
FOR GREATER CERTAINTY, AND WITHOUT LIMITING THE POWERS
OF THE ADMINISTRATIVE AGENT OR ANY OTHER PERSON ACTING AS AN AGENT,
ATTORNEY-IN-FACT OR MANDATARY FOR THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT
OR UNDER ANY OTHER LOAN DOCUMENT, EACH LENDER AND ADMINISTRATIVE AGENT HEREBY
(A) IRREVOCABLY CONSTITUTES, TO THE EXTENT NECESSARY, THE ADMINISTRATIVE AGENT
AS THE HOLDER OF AN IRREVOCABLE POWER OF ATTORNEY (FONDÉ DE POUVOIR WITHIN THE
MEANING OF ARTICLE 2692 OF THE CIVIL CODE OF QUÉBEC) FOR THE PURPOSES OF HOLDING
ANY LIENS, INCLUDING HYPOTHECS, GRANTED OR TO BE GRANTED BY ANY LOAN PARTY ON
MOVABLE OR IMMOVABLE PROPERTY PURSUANT TO THE LAWS OF THE PROVINCE OF QUEBEC TO
SECURE OBLIGATIONS OF A LOAN PARTY UNDER ANY BOND ISSUED BY A LOAN PARTY; AND
(B) APPOINTS AND AGREES THAT THE ADMINISTRATIVE AGENT, ACTING AS AGENT FOR THE
LENDERS, MAY ACT AS THE BONDHOLDER AND MANDATARY WITH RESPECT TO ANY BOND THAT
MAY BE ISSUED AND PLEDGED FROM TIME TO TIME FOR THE BENEFIT OF THE LENDERS THE
ADMINISTRATIVE AGENT.
The said constitution of the Administrative Agent as fondé de pouvoir (holder of
an
irrevocable power of attorney within the meaning of Article 2692 of the
Civil Code of Québec) and as bondholder and mandatary with respect to any such
bond shall be deemed to have been ratified and confirmed by any assignee
pursuant to Section 9.04 by the execution of the applicable Assignment and
Assumption.
Notwithstanding the provisions of Section 32 of An Act respecting the special
powers of legal persons (Quebec), the Administrative Agent may purchase, acquire
and be the holder of any bond issued by any Loan Party.
Each Loan Party hereby
acknowledges that any such bond shall constitute a title of indebtedness, as
such term is used in Article 2692 of the Civil Code of Québec.
The Administrative Agent herein appointed as fondé de pouvoir shall have the
same rights, powers and immunities of the Administrative Agent as stipulated in
Article VIII, which shall apply mutatis mutandis.
Without limitation, the
provisions of Article VIII of this Agreement shall apply mutatis mutandis to the
resignation and appointment of a successor to the Administrative Agent acting as
fondé de pouvoir.
SECTION 9.19.
JUDGMENT CURRENCY.
(A)
THE OBLIGATIONS OF ANY LOAN PARTY UNDER
THIS
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AGREEMENT AND THE OTHER LOAN DOCUMENTS TO MAKE PAYMENTS IN