Common use of Power of Attorney for Collateral in Quebec Clause in Contracts

Power of Attorney for Collateral in Quebec. For the purposes of the security on the Collateral located in Quebec, the validity, publication or perfection of which is governed by the laws of the province of Quebec, each of the Trustee and the Holders hereby irrevocably grants to the Collateral Agent, for the purposes of holding, on behalf of and for the benefit of all present and future Trustees and Holders, the security constituted by the Company under the Quebec Mortgage and Security Agreement, a power of attorney within the meaning of the Civil Code of Quebec (the "Power of Attorney") for all present and future Trustees and Holders. The Collateral Agent hereby accepts such Power of Attorney for the purposes of holding such security created under the Quebec Mortgage and Security Agreement on behalf of and for the benefit of all present and future Trustees and Holders. To the extent that any such Person becomes a Trustee under this Indenture or a Holder by accepting, purchasing or acquiring a Security becomes bound by the terms and conditions of this Indenture, whether by assignment or otherwise, such Person shall be automatically deemed to have ratified and consented to the irrecovable granting by the Trustee and the Holders to the Collateral Agent of the Power of Attorney constituted hereunder. Each Holder agrees (i) with the other Holders that it will not, without the prior consent of the Trustee and the other Holders, take or obtain any Lien on any property of the Company to secure the Indenture Obligations of the Company hereunder or under the Securities, except for the benefit of the Collateral Agent for and on behalf of, the Trustee and the Holders, or as may otherwise be required by law; and (ii) that, notwithstanding the provisions of Section 32 of the Special Corporate Powers Act (Quebec), the Collateral Agent may, as a Person holding the Power of Attorney of the Trustee and the Holders, acquire any title to indebtedness secured by any hypothec in its favor related to this Indenture or the Securities or any other document contemplated hereunder. 130

Power of Attorney for Collateral in Quebec. For the purposes of the security on the Collateral located in the Province of Quebec, Canada, the validity, publication or perfection of which is governed by the laws of the province Province of Quebec, each of the Trustee and Holders, by acceptance of the Holders benefits hereof, hereby irrevocably grants to the Collateral AgentTrustee, for the purposes of holding, on behalf of and for the benefit of all present and future Trustees and Holders, the security constituted Liens granted by any Credit Party covering property located in the Company under the Quebec Mortgage and Security AgreementProvince of Quebec, a power of attorney within the meaning of Section 2692 of the Civil Code of Quebec (the "“Power of Attorney") for all present and future Trustees and Holders”). The Collateral Agent Trustee hereby accepts such Power of Attorney for the purposes of holding such security created under the Quebec Mortgage and Security Agreement Liens on behalf of and for the benefit of all present and future Trustees and Holders. To Without limiting the generality of the foregoing, to the extent that any such Person becomes a Trustee under this Indenture or a Holder by accepting, purchasing or acquiring a Security becomes bound by the terms and conditions of this Indenture, whether by assignment or otherwiseNote, such Person shall be automatically deemed to have ratified and consented to the irrecovable granting by the Trustee and the Holders to the Collateral Agent of the Power of Attorney constituted hereunder. Each Holder agrees (i) with the other Holders that it will notHolder, without the prior consent by acceptance of the Trustee and the other Holdersbenefits hereof, take or obtain any Lien on any property of the Company to secure the Indenture Obligations of the Company hereunder or under the Securities, except for the benefit of the Collateral Agent for and on behalf of, the Trustee and the Holders, or as may otherwise be required by law; and (ii) agrees that, notwithstanding the provisions of Section 32 of An Act Respecting the Special Corporate Powers Act of Legal Persons (Quebec), the Collateral Agent mayTrustee shall not, as a the Person holding the Power of Attorney of the Trustee and the HoldersAttorney, acquire be prohibited from acquiring any title to any indebtedness secured by any hypothec executed in its favor related pursuant to this Indenture or the Securities Notes or any other document contemplated hereunder (including acquiring for its own account title to any of the Notes issued hereunder. 130).

Power of Attorney for Collateral in Quebec. For the purposes of the security on the Collateral located in Quebec, the validity, publication or and perfection of which is governed by the laws of the province Province of Quebec, each of the Trustee Administrative Agent and the Holders Lenders hereby irrevocably grants to the Collateral Agent, for the purposes of holding, on behalf of and for the benefit of all present and future Trustees Administrative Agents and Holdersthe Lenders, the security constituted by the PCI Chemicals Canada Company under the Quebec Mortgage and Security AgreementAgreement executed by an authorized representative of PCI Chemicals Canada Company in respect of Collateral located in Quebec, a power of attorney within the meaning of the Civil Code of Quebec (the "Power of Attorney") for all present and future Trustees Administrative Agents and HoldersLenders. The Collateral Agent hereby accepts such Power of Attorney for the purposes of holding such the security created under the Quebec Mortgage and Security Agreement on behalf of and for the benefit of all present and future Trustees Administrative Agents and Holdersthe Lenders. To the extent that any such Person becomes a Trustee under this Indenture Lender or a Holder by accepting, purchasing or acquiring a Security becomes bound by the terms and conditions of this Indenturean Administrative Agent, whether by assignment or otherwise, such Person shall be automatically deemed to have ratified and consented to the irrecovable irrevocable granting by the Trustee Administrative Agent and the Holders Lenders to the Collateral Agent of the Power of Attorney constituted hereunder. Each Holder Lender agrees (i) with the other Holders Lenders that it will not, without the prior consent of the Trustee Administrative Agent and the other HoldersLenders, take or obtain any Lien on any property of the PCI Chemicals Canada Company to secure the Indenture Obligations of the Company hereunder or under the SecuritiesBorrower hereunder, except for the benefit of the Collateral Agent for and on behalf of, the Trustee Administrative Agent and the HoldersLenders, or as may otherwise be required by law; and (ii) that, notwithstanding the provisions of Section 32 of the An Act respecting Special Corporate Powers Act of Legal Persons (Quebec), the Collateral Agent may, as a Person holding the Power of Attorney of the Trustee Administrative Agent and the HoldersLenders, acquire any title to indebtedness secured by any hypothec in its favor related to this Indenture or the Securities Loan Documents or any other document contemplated hereunder. 130.

Power of Attorney for Collateral in Quebec. For the purposes of the security on the Collateral located in Quebec, the validity, publication or perfection of which is governed by the laws of the province of Quebec, each of the Trustee and the Holders hereby irrevocably grants to the Collateral Agent, for the purposes of holding, on behalf of and for the benefit of all present and future Trustees and Holders, the security constituted by the PCI Chemicals Canada Company under the Quebec Mortgage and Security Agreement, a power of attorney within the meaning of the Civil Code of Quebec (the "Power of Attorney") for all present and future Trustees and Holders. The Collateral Agent hereby accepts such Power of Attorney for the purposes of holding such security created under the Quebec Mortgage and Security Agreement on behalf of and for the benefit of all present and future Trustees and Holders. To the extent that any such Person becomes a Trustee under this Indenture or a Holder by accepting, purchasing or acquiring a Security becomes bound by the terms and conditions of this Indenture, whether by assignment or otherwise, such Person shall be automatically deemed to have ratified and consented to the irrecovable irrevocable granting by the Trustee and the Holders to the Collateral Agent of the Power of Attorney constituted hereunder. Each Holder agrees (i) with the other Holders that it will not, without the prior consent of the Trustee and the other Holders, take or obtain any Lien on any property of the PCI Chemicals Canada Company to secure the Indenture Obligations of the PCI Chemicals Canada Company hereunder or under the Securities, except for the benefit of the Collateral Agent for and on behalf of, the Trustee and the Holders, or as may otherwise be required by law; and (ii) that, notwithstanding the provisions of Section 32 of An Act respecting the 153 Special Corporate Powers Act of Legal Persons (Quebec), the Collateral Agent may, as a Person holding the Power of Attorney of the Trustee and the Holders, acquire any title to indebtedness secured by any hypothec in its favor related to this Indenture or the Securities or any other document contemplated hereunder. 130.

Power of Attorney for Collateral in Quebec. For the purposes of the security on the Collateral located in the Province of Quebec, Canada, the validity, publication or perfection of which is governed by the laws of the province Province of Quebec, each of the Trustee and Holders, by acceptance of the Holders benefits hereof, hereby irrevocably grants to the Collateral AgentTrustee, for the purposes of holding, on behalf of and for the benefit of all present and future Trustees and Holders, the security constituted Liens granted by any Credit Party covering property located in the Company under the Quebec Mortgage and Security AgreementProvince of Quebec, a power of attorney within the meaning of Section 2692 of the Civil Code of Quebec (the "Power of Attorney") for all present and future Trustees and Holders). The Collateral Agent Trustee hereby accepts such Power of Attorney for the purposes of holding such security created under the Quebec Mortgage and Security Agreement Liens on behalf of and for the benefit of all present and future Trustees and Holders. To Without limiting the generality of the foregoing, to the extent that any such Person becomes a Trustee under this Indenture or a Holder by accepting, purchasing or acquiring a Security becomes bound by the terms and conditions of this Indenture, whether by assignment or otherwiseNote, such Person shall be automatically deemed to have ratified and consented to the irrecovable granting by the Trustee and the Holders to the Collateral Agent of the Power of Attorney constituted hereunder. Each Holder agrees (i) with the other Holders that it will notHolder, without the prior consent by acceptance of the Trustee and the other Holdersbenefits hereof, take or obtain any Lien on any property of the Company to secure the Indenture Obligations of the Company hereunder or under the Securities, except for the benefit of the Collateral Agent for and on behalf of, the Trustee and the Holders, or as may otherwise be required by law; and (ii) agrees that, notwithstanding the provisions of Section 32 of An Act Respecting the Special Corporate Powers Act of Legal Persons (Quebec), the Collateral Agent mayTrustee shall not, as a the Person holding the Power of Attorney of the Trustee and the HoldersAttorney, acquire be prohibited from acquiring any title to any indebtedness secured by any hypothec executed in its favor related pursuant to this Indenture or the Securities Notes or any other document contemplated hereunder (including acquiring for its own account title to any of the Notes issued hereunder). 130Indenture --------- - 91 -

Power of Attorney for Collateral in Quebec. For the purposes of the security on the Collateral located in the Province of Quebec, Canada, the validity, publication or perfection of which is governed by the laws of the province Province of Quebec, each of the Trustee and Holders, by acceptance of the Holders benefits hereof, hereby irrevocably grants to the Collateral AgentTrustee, for the purposes of holding, on behalf of and for the benefit of all present and future Trustees and Holders, the security constituted Liens granted by any Credit Party covering property located in the Company under the Quebec Mortgage and Security AgreementProvince of Quebec, a power of attorney within the meaning of Section 2692 of the Civil Code of Quebec (the "Power of Attorney") for all present and future Trustees and Holders). The Collateral Agent Trustee hereby accepts such Power of Attorney for the purposes of holding such security created under the Quebec Mortgage and Security Agreement Liens on behalf of and for the benefit of all present and future Trustees and Holders. To Without limiting the generality of the foregoing, to the extent that any such Person becomes a Trustee under this Indenture or a Holder by accepting, purchasing or acquiring a Security becomes bound by the terms and conditions of this Indenture, whether by assignment or otherwiseNote, such Person shall be automatically deemed to have ratified and consented to the irrecovable granting by the Trustee and the Holders to the Collateral Agent of the Power of Attorney constituted hereunder. Each Holder agrees (i) with the other Holders that it will notHolder, without the prior consent by acceptance of the Trustee and the other Holdersbenefits hereof, take or obtain any Lien on any property of the Company to secure the Indenture Obligations of the Company hereunder or under the Securities, except for the benefit of the Collateral Agent for and on behalf of, the Trustee and the Holders, or as may otherwise be required by law; and (ii) agrees that, notwithstanding the provisions of Section 32 of An Act Respecting the Special Corporate Powers Act of Legal Persons (Quebec), the Collateral Agent mayTrustee shall not, as a the Person holding the Power of Attorney of the Trustee and the HoldersAttorney, acquire be prohibited from acquiring any title to any indebtedness secured by any hypothec executed in its favor related pursuant to this Indenture or the Securities Notes or any other document contemplated hereunder (including acquiring for its own account title to any of the Notes issued hereunder). 130Indenture

Power of Attorney for Collateral in Quebec. For the purposes of the security on the Collateral located in Quebec, the validity, publication or perfection of which is governed by the laws of the province of Quebec, each of the Trustee and the Holders hereby irrevocably grants to the Collateral Agent, for the purposes of holding, on behalf of and for the benefit of all present and future Trustees and Holders, the security constituted by the PCI Chemicals Canada Company under the Quebec Mortgage and Security Agreement, a power of attorney within the meaning of the Civil Code of Quebec (the "Power of Attorney") for all present and future Trustees and Holders. The Collateral Agent hereby accepts such Power of Attorney for the purposes of holding such security created under the Quebec Mortgage and Security Agreement on behalf of and for the benefit of all present and future Trustees and Holders. To the extent that any such Person becomes a Trustee under this Indenture or a Holder by accepting, purchasing or acquiring a Security becomes bound by the terms and conditions 146 of this Indenture, whether by assignment or otherwise, such Person shall be automatically deemed to have ratified and consented to the irrecovable irrevocable granting by the Trustee and the Holders to the Collateral Agent of the Power of Attorney constituted hereunder. Each Holder agrees (i) with the other Holders that it will not, without the prior consent of the Trustee and the other Holders, take or obtain any Lien on any property of the PCI Chemicals Canada Company to secure the Indenture Obligations of the PCI Chemicals Canada Company hereunder or under the Securities, except for the benefit of the Collateral Agent for and on behalf of, the Trustee and the Holders, or as may otherwise be required by law; and (ii) that, notwithstanding the provisions of Section 32 of the Special Corporate Powers Act (Quebec), the Collateral Agent may, as a Person holding the Power of Attorney of the Trustee and the Holders, acquire any title to indebtedness secured by any hypothec in its favor related to this Indenture or the Securities or any other document contemplated hereunder]. 130[signature pages follow] 147

Power of Attorney for Collateral in Quebec. For the purposes of the security on the Collateral located in Quebec, the validity, publication or perfection of which is governed by the laws of the province of Quebec, each of the Trustee and the Holders hereby irrevocably grants to the Collateral Agent, for the purposes of holding, on behalf of and for the benefit of all present and future Trustees and Holders, the security constituted by the Company under the Quebec Mortgage and Security Agreement, a power of attorney within the meaning of the Civil Code of Quebec (the "Power of Attorney") for all present and future Trustees and Holders. The Collateral Agent hereby accepts such Power of Attorney for the purposes of holding such security created under the Quebec Mortgage and Security Agreement on behalf of and for the benefit of all present and future Trustees and Holders. To the extent that any such Person becomes a Trustee under this Indenture or a Holder by accepting, purchasing or acquiring a Security becomes bound by the terms and conditions of this Indenture, whether by assignment or otherwise, such Person shall be automatically deemed to have ratified and consented to the irrecovable irrevocable granting by the Trustee and the Holders to the Collateral Agent of the Power of Attorney constituted hereunder. Each Holder agrees (i) with the other Holders that it will not, without the prior consent of the 137 Trustee and the other Holders, take or obtain any Lien on any property of the Company to secure the Indenture Obligations of the Company hereunder or under the Securities, except for the benefit of the Collateral Agent for and on behalf of, the Trustee and the Holders, or as may otherwise be required by law; and (ii) that, notwithstanding the provisions of Section 32 of An Act respecting the Special Corporate Powers Act of Legal Persons (Quebec), the Collateral Agent may, as a Person holding the Power of Attorney of the Trustee and the Holders, acquire any title to indebtedness secured by any hypothec in its favor related to this Indenture or the Securities or any other document contemplated hereunder. 130.