Authorization for Quebec Security Clause Samples

Authorization for Quebec Security. For greater certainty and without limiting the powers of the Indenture Trustee herein and for purposes of constituting security on any of the Issuer's property in the Province of Quebec as security for the due payment of all Obligations Secured and the performance by the Issuer of all of the obligations of the Issuer contained herein, the Issuer and the Indenture Trustee hereby acknowledge that the Indenture Trustee shall, for purposes of holding any security granted by the Issuer on any of the Issuer's property pursuant to the laws of Quebec, be the hypothecary representative for all present and future Specified Creditors and other creditors to whom amounts are payable by the Issuer under this Indenture or any Indenture Supplement relating to the Notes. The Indenture Trustee hereby agrees to act in such capacity for the benefit of all present and future Specified Creditors for purposes of holding any security on any of the Issuer's property. The purchase of any Note by any Noteholder shall constitute ratification by such Noteholder of the power of attorney of the Indenture Trustee constituted hereunder and the incurrence of any debt by the Trust with the other Specified Creditors pursuant to the applicable Transaction Document shall constitute such ratification by such Specified Creditor of such power of attorney constituted hereunder.

Authorization for Quebec Security. (1) For greater certainty and without limiting the powers of the Indenture Trustee herein and for purposes of constituting security on any of the Trust’s property in the Province of Quebec as security for the due payment of all Obligations Secured and the performance by the Trust of all of the obligations of the Trust contained herein, the Trust and the Indenture Trustee hereby acknowledge that the Indenture Trustee shall, for purposes of holding any security granted by the Trust on any of the Trust’s property pursuant to the laws of Quebec, be the holder of an irrevocable power of attorney for all present and future Specified Creditors. The Indenture Trustee hereby agrees to act in such capacity for the benefit of all present and future Specified Creditors for purposes of holding any security on any of the Trust’s property. The purchase of any Note by any Noteholder shall constitute ratification by such Noteholder of the power of attorney of the Indenture Trustee constituted hereunder and the incurrence of any debt by the Trust with the other Specified Creditors pursuant to the applicable Programme Agreement shall constitute such ratification by such Specified Creditor of such power of attorney constituted hereunder. (2) The Indenture Trustee hereby authorizes and, to the extent necessary, grants a mandate to the Trust to enable the Trust, in the ordinary course of business, to radiate or reduce registrations at the Register of personal and movable real rights in respect of any personal or movable real rights in favour of the Trust and associated with any of the Asset Interests. The Trust may delegate its ▇▇▇▇▇▇ hereunder to a third party. Such mandate shall terminate automatically upon the occurrence of a Related Event of Possession.

Authorization for Quebec Security. FOR GREATER CERTAINTY, AND --------------------------------- WITHOUT LIMITING THE POWERS OF THE CANADIAN ADMINISTRATIVE AGENT HEREUNDER OR UNDER ANY OF THE CANADIAN SECURITY DOCUMENTS, EACH CANADIAN SUBSIDIARY OF THE BORROWER HEREBY ACKNOWLEDGES THAT THE CANADIAN ADMINISTRATIVE AGENT SHALL, FOR PURPOSES OF HOLDING ANY SECURITY GRANTED BY SUCH CANADIAN SUBSIDIARY OF THE BORROWER ON ITS PROPERTY PURSUANT TO THE LAWS OF THE PROVINCE OF QUEBEC, BE THE HOLDER OF AN IRREVOCABLE POWER OF ATTORNEY (WITHIN THE MEANING OF THE CIVIL CODE OF QUEBEC) FOR ALL PRESENT AND FUTURE C$ LENDERS, AND IN PARTICULAR FOR ALL PRESENT AND FUTURE HOLDERS OF ANY DEBENTURE EXECUTED AND DELIVERED BY ANY CANADIAN SUBSIDIARY OF THE BORROWER. EACH OF THE C$ LENDERS HEREBY IRREVOCABLY CONSTITUTES, TO THE EXTENT NECESSARY, THE CANADIAN ADMINISTRATIVE AGENT AS THE HOLDER OF AN IRREVOCABLE POWER OF ATTORNEY (WITHIN THE MEANING OF THE CIVIL CODE OF QUEBEC) IN ORDER TO HOLD SECURITY GRANTED BY ANY CANADIAN SUBSIDIARY OF THE BORROWER IN THE PROVINCE OF QUEBEC. ANY ASSIGNEE OF C$ LOANS SHALL BE DEEMED TO HAVE CONFIRMED AND RATIFIED THE CONSTITUTION OF THE CANADIAN ADMINISTRATIVE AGENT AS THE HOLDER OF SUCH IRREVOCABLE POWER OF 108 ATTORNEY BY EXECUTION OF THE RELEVANT ASSIGNMENT AND ACCEPTANCE SUBSTANTIALLY IN THE FORM OF EXHIBIT G. NOTWITHSTANDING THE PROVISIONS OF SECTION 32 OF THE SPECIAL CORPORATE POWERS ACT (QUEBEC), THE CANADIAN ADMINISTRATIVE AGENT MAY ACQUIRE AND BE THE HOLDER OF ANY DEBENTURE ISSUED BY ANY CANADIAN SUBSIDIARY OF THE BORROWER AS CONTEMPLATED UNDER ANY OF THE CANADIAN SECURITY DOCUMENTS AT ANY TIME AND FROM TIME TO TIME. EACH CANADIAN SUBSIDIARY OF THE BORROWER HEREBY ACKNOWLEDGES THAT ANY SUCH DEBENTURE CONSTITUTES A TITLE OF INDEBTEDNESS, AS SUCH TERM IS USED IN ARTICLE 2692 OF THE CIVIL CODE OF QUEBEC.

Authorization for Quebec Security. For greater certainty, and --------------------------------- without limiting the powers of the Canadian Administrative Agent hereunder or under any of the Canadian Security Documents, each Canadian Subsidiary of the Borrower hereby acknowledges that the Canadian Administrative Agent shall, for purposes of holding any security granted by such Canadian Subsidiary of the Borrower on its property pursuant to the laws of the Province of Quebec, be the holder of an irrevocable power of attorney (within the meaning of the Civil Code of Quebec) for all present and future C$ Lenders, and in particular for all present and future holders of any debenture executed and delivered by any Canadian Subsidiary of the Borrower. Each of the C$ Lenders hereby irrevocably constitutes, to the extent necessary, the Canadian Administrative Agent as the holder of an irrevocable power of attorney (within the meaning of the Civil Code of Quebec) in order to hold security granted by any Canadian Subsidiary of the Borrower in the Province of Quebec. Any Assignee of C$ Loans shall be deemed to have confirmed and ratified the constitution of the Canadian Administrative Agent as the holder of such irrevocable power of attorney by execution of the relevant Assignment and Acceptance substantially in the form of Exhibit G. Notwithstanding the provisions of Section 32 of the Special Corporate Powers Act (Quebec), the Canadian Administrative Agent may acquire and be the holder of any debenture issued by any Canadian Subsidiary of the Borrower as contemplated under any of the Canadian Security Documents at any time and from time to time. Each Canadian Subsidiary of the Borrower hereby acknowledges that any such debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec."

Authorization for Quebec Security. 113 12.20 Acknowledgement Regarding Canadian General Guaranty.. 113