Common use of Fonde de Pouvoir Clause in Contracts

Fonde de Pouvoir. In addition to and without prejudice to Section 12.6 hereof, each Lender hereby irrevocably appoints and authorizes the Agent (and any successor acting as the Agent) to act as the person holding the power of attorney (in such capacity, the “Fondé de pouvoir”) of each Lender as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by SunOpta Inc. as well as any other party that is or may in the future become a party hereto as a Borrower or Obligor and in respect of which a security is required to be taken under the Civil Code of Quebec (a “Hypothec”), and to exercise such powers and duties which are conferred upon the Fondé de pouvoir under each Hypothec. Moreover, each Lender hereby irrevocably appoints and authorizes the Agent (and any successor acting as the Agent) (in such capacity, the “Custodian”) to act as agent and custodian for and on behalf of the Lenders to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other Applicable Law. In this respect, (i) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Lender, and (ii) each Lender will be entitled to the benefits of any collateral covered by any Hypothec and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. Each of the Fondé de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, any rights and remedies given to the Fondé de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (i) the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to have ratified; and (ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as the date it becomes a Lender, all actions taken by the Custodian in such capacity. The Agent accepts the foregoing appointment as Fondé de pouvoir and Custodian and agrees to act in such capacities.

Fonde de Pouvoir. In addition to and without prejudice to Section 12.6 hereof, each Lender hereby irrevocably appoints and authorizes the Agent (and any successor acting as the Agent) to act as the person holding the power of attorney (in such capacity, the “"Fondé de pouvoir”") of each Lender as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by SunOpta Inc. as well as any other party that is or may in the future become a party hereto as a Borrower or Obligor and in respect of which a security is required to be taken under the Civil Code of Quebec (a “"Hypothec”"), and to exercise such powers and duties which are conferred upon the Fondé de pouvoir under each Hypothec. Moreover, each Lender hereby irrevocably appoints and authorizes the Agent (and any successor acting as the Agent) (in such capacity, the “"Custodian”") to act as agent and custodian for and on behalf of the Lenders to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other Applicable Law. In this respect, (i) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Lender, and (ii) each Lender will be entitled to the benefits of any collateral covered by any Hypothec and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. -119- Each of the Fondé de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, any rights and remedies given to the Fondé de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (i) the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to have ratified; and (ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as the date it becomes a Lender, all actions taken by the Custodian in such capacity. The Agent accepts the foregoing appointment as Fondé de pouvoir and Custodian and agrees to act in such capacities.

Fonde de Pouvoir. In addition to and without prejudice to Section 12.6 hereof, each Lender hereby irrevocably appoints and authorizes the Agent (and any successor acting as the Agent) to act as the person holding the power of attorney (in such capacity, the “"Fondé de pouvoir”") of each Lender as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by SunOpta Inc. as well as any other party that is or may in the future become a party hereto as a Borrower or Obligor and in respect of which a security is required to be taken under the Civil Code of Quebec (a “"Hypothec”"), and to exercise such powers and duties which are conferred upon the Fondé de pouvoir under each Hypothec. Moreover, each Lender hereby irrevocably appoints and authorizes the Agent (and any successor acting as the Agent) (in such capacity, the “"Custodian”") to act as agent and custodian for and on behalf of the Lenders to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other Applicable Law. In this respect, (i) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Lender, and (ii) each Lender will be entitled to the benefits of any collateral covered by any Hypothec and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. Each of the Fondé de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, any rights and remedies given to the Fondé de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (i) the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to have ratified; and (ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as the date it becomes a Lender, all actions taken by the Custodian in such capacity. The Agent accepts the foregoing appointment as Fondé de pouvoir and Custodian and agrees to act in such capacities.

Fonde de Pouvoir. In addition to and without (a) Without prejudice to Section 12.6 hereofthe provisions of this Article XI, each Lender the Trustee hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as the Collateral Agent) to act as the person holding the power of attorney (in such capacity, the “Fondé de pouvoir”"FONDE DE POUVOIR") of each Lender the Trustee as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by SunOpta Inc. as well as any other party that is or may in the future become a party hereto as a Borrower or Obligor and in respect of which a security is required to be taken under the Civil Code of Quebec (a “Hypothec”)hypothec, and to exercise such powers and duties which are conferred upon the Fondé fonde de pouvoir under each Hypothecany hypothec. Moreover, each Lender without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, the Trustee hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as the Collateral Agent) (in such capacity, the “Custodian”"CUSTODIAN") to act as agent and custodian for and on behalf of the Lenders Trustee to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothechypothec, the whole notwithstanding Section 32 of the Act Respecting respecting the Special Powers special powers of Legal Persons legal persons (Quebec) or any other Applicable Lawapplicable law. In this respect, (i) records the Custodian shall be kept keep a record indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Lenderthe Trustee (all of which information shall be certified in writing to the Custodian by the Trustee upon request of the Custodian, and the Custodian shall be fully protected in conclusively relying thereon), and (ii) each Lender the Trustee will be entitled to the benefits of any collateral charged property covered by any Hypothec hypothec and will participate in the proceeds of realization of any such collateralcharged property, the whole in accordance with the terms hereof. Each of the Fondé de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, any rights and remedies given to the Fondé de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (i) the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to have ratified; and (ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as the date it becomes a Lender, all actions taken by the Custodian in such capacity. The Agent accepts the foregoing appointment as Fondé de pouvoir and Custodian and agrees to act in such capacities.

Fonde de Pouvoir. In addition to and without Without prejudice to Section 12.6 the other provisions hereof, each Lender Loan Party hereby irrevocably designates and appoints and authorizes the Agent (and any successor acting as the Agent) to act as the person holding the power of attorney (in such capacity, the “Fondé fonde de pouvoir”) of the Lenders and the Issuing Bank (each Lender a "Credit Party") as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each a deed of hypothec granted ("Deed of Hypothec") to be executed by SunOpta Inc. as well as any other party that is or may in the future become a party hereto as a Borrower or Obligor and in respect of which a security is required to be taken Guarantor (as the case may be) under the Civil Code laws of the Province of Quebec (and creating a “Hypothec”), Lien on such Borrower's or Guarantor's Collateral located in such Province and to exercise such powers and duties which are conferred upon the Fondé de pouvoir Agent under each Hypothecsuch deed. Moreover, each Lender Each Credit Party hereby irrevocably additionally designates and appoints and authorizes the Agent (and any successor acting as the Agent) (in such capacity, the “Custodian”) to act as agent and custodian for and on behalf of the Lenders each of them (i) to hold and to be the sole registered holder of any debenture or bond which may be ("Debenture") issued under any the Deed of Hypothec, the whole notwithstanding Section 32 of the Act Respecting respecting the Special Powers special powers of Legal Persons legal persons (Quebec) or any other Applicable Lawapplicable law, and (ii) to enter into, to take and to hold on their behalf, and for their benefit, a Pledge of Debenture agreement ("Debenture Pledge") to be executed by such Borrower or Guarantor under the laws of the Province of Quebec and creating a Lien on the Debenture as security for the payment and performance of the obligations set forth therein. In this respect, (ia) records the Agent shall be kept keep a record indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and the Debenture Pledge, owing to each Lenderthe Persons for and on behalf of whom the Debenture is so held from time to time, and (iib) each Lender Credit Party will be entitled to the benefits of any collateral covered by any charged under the Deed of Hypothec and the Debenture Pledge and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. Each of the Fondé de pouvoir and the Custodian The Agent, in such aforesaid capacities shall (ax) have the sole and exclusive right and authority to exercise, in accordance with except as may be otherwise specifically restricted by the terms hereof, any all rights and remedies given to the Fondé de pouvoir and the Custodian (as applicable) Agent with respect to the collateral under any Hypothecthe Deed of Hypothec and Debenture Pledge, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws applicable law or otherwise, and (by) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the LendersCredit Parties. Any Person who becomes a Credit Party shall be deemed to have consented to and confirmed the Agent as the person holding the power of attorney (fonde de pouvoir) and as the agent as aforesaid and to have ratified, and (c) as of the date it becomes a Credit Party, all actions taken by the Agent in such capacities. The Agent shall be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating the Deed of Hypothec and the Debenture Pledge to any Hypothec, Applicable Laws or otherwise Person and on such terms and conditions as it the Agent may determine from time to time. Any person who becomes a Lender, for itself and on behalf The general administration of its Affiliates referred to above, the Loan Documents shall be deemed to have consented to and confirmed: by the Agent in its various capacities. Each Credit Party hereby irrevocably authorizes the Agent (i) to enter into the Fondé de pouvoir as the person holding the power of attorney as aforesaid and Loan Documents to have ratifiedwhich it is a party, as of the date it becomes a Lender, all actions taken by the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to have ratified; and (ii) the Custodian at its discretion, to take or refrain from taking such actions as the agent and custodian as aforesaid on its behalf and to have ratifiedexercise or refrain from exercising such powers and such trusts (in the case of the Agent in its capacity as Security Trustee under the Foreign Security Documents, as applicable) under the date it becomes a Lender, all actions taken Loan Documents as are delegated by the Custodian in such capacityterms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Agent accepts shall have no duties or responsibilities except as set forth in this Agreement and the foregoing appointment other Loan Documents, nor shall it have any fiduciary relationship (save, in the case of the Agent in its capacity as Fondé de pouvoir Security Trustee, to the extent of its limited role as trustee as required under any applicable Foreign Security Documents) with any other Credit Party, and Custodian and agrees to act in such capacitiesno implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Agent.