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

Power of Attorney for Quebec Purposes. For greater certainty, and without limiting the powers of the Administrative Agent hereunder or under any of the Loan Documents, each of the Lenders hereby acknowledges that the Administrative Agent shall, for the purposes of holding any security granted under the Québec Security pursuant to the laws of the Province of Quebec to secure payment of the Demand Debenture (or any similar instruments), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders and holders of such Demand Debenture. Each of the Lenders hereby constitutes, to the extent necessary, the Administrative Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) in order to hold security granted under the Quebec Security in the Province of Quebec to secure the Demand Debenture (or any similar instrument). Each assignee of 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 (fondé de pouvoir) by execution of the relevant Assignment and Assumption Agreement. Notwithstanding the provisions of Section 32 of the Special Powers of Legal Persons Act (Quebec), the Administrative Agent may acquire and be the holder of the Demand Debenture (or any similar instrument). Each of the Loan Parties hereby acknowledges that the Demand Debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The Administrative Agent hereby acknowledges and accepts the Quebec Security as forming part of the Loan Documents and agrees to be bound by the provisions thereof. Notwithstanding Section 11.8 hereof, the provisions of this Section 10.20 shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.

Power of Attorney for Quebec Purposes. For greater certainty, and without limiting the powers of the Administrative Agent hereunder or under any of the Loan Documents, each of the Lenders Banks hereby acknowledges that the Administrative Agent shall, for the purposes of holding any security granted under the Québec Security pursuant to the laws of the Province of Quebec to secure payment of the Demand Debenture (or any similar instruments), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders Banks and holders of such Demand Debenture. Each of the Lenders Banks hereby constitutes, to the extent necessary, the Administrative Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) in order to hold security granted under the Quebec Security in the Province of Quebec to secure the Demand Debenture (or any similar instrument). Each assignee of a Lender Bank shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption Agreement. Notwithstanding the provisions of Section 32 of the Special Powers of Legal Persons Act (Quebec), the Administrative Agent may acquire and be the holder of the Demand Debenture (or any similar instrument). Each of the Loan Parties hereby acknowledges that the Demand Debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The Administrative Agent hereby acknowledges and accepts the Quebec Security as forming part of the Loan Documents and agrees to be bound by the provisions thereof. Notwithstanding Section 11.8 hereof, the provisions of this Section 10.20 shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.

Power of Attorney for Quebec Purposes. For greater certainty, and without limiting the powers of the Administrative Agent hereunder or under any of the Loan Documents, each of the Lenders Banks hereby acknowledges that the Administrative Agent shall, for the purposes of holding any security granted under the Québec Quebec Security pursuant to the laws of the Province of Quebec to secure payment of the Demand Debenture (or any similar instruments), be the holder of an irrevocable power of attorney (fondé fonde de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders Banks and holders of such Demand Debenture. Each of the Lenders Banks hereby constitutes, to the extent necessary, the Administrative Agent as the holder of such irrevocable power of attorney (fondé fonde de pouvoir) in order to hold security granted under the Quebec Security in the Province of Quebec to secure the Demand Debenture (or any similar instrument). Each assignee of a Lender Bank shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as the holder of such irrevocable power of attorney (fondé fonde de pouvoir) by execution of the relevant Assignment and Assumption Agreement. Notwithstanding the provisions of Section 32 of the Special Powers of Legal Persons Act (Quebec), the Administrative Agent may acquire and be the holder of the Demand Debenture (or any similar instrument). Each of the Loan Parties hereby acknowledges that the Demand Debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The Administrative Agent hereby acknowledges and accepts the Quebec Security as forming part of the Loan Documents and agrees to be bound by the provisions thereof. Notwithstanding Section 11.8 hereof, the provisions of this Section 10.20 10.19 shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.

Power of Attorney for Quebec Purposes. For greater certainty, and without limiting the powers of the Administrative Agent hereunder or under any the powers of the Loan Agent, the Canadian Collateral Agent, the Canadian Collateral Trustee, the US Collateral Agent or the US Collateral Trustee under the Security Documents, each of the Lenders hereby acknowledges that the Administrative Canadian Collateral Agent and the Canadian Collateral Trustee (collectively, the "PARTIES") shall, for the purposes of holding any security granted under the Québec Security Documents pursuant to the laws of the Province of Quebec to secure payment of the Demand Debenture debentures (or any similar instruments), each be the holder of an irrevocable power of attorney (fondé fonde de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders and holders of such Demand Debenturedebentures, in respect of the Security described in Section 10.2, all present and future holders of the Notes and the holders of such debentures. Each of the Lenders and TD, as holder of said debentures, hereby constitutes, to the extent necessary, each of the Administrative Agent Parties as the holder of such irrevocable power of attorney (fondé fonde de pouvoir) in order to hold security granted under the Quebec Security Documents in the Province of Quebec to secure the Demand Debenture debentures (or any similar instrument). Each assignee of a Lender shall be deemed to have confirmed and ratified the constitution of each of the Administrative Agent Parties as the holder of such irrevocable power of attorney (fondé fonde de pouvoir) by execution of the relevant Assignment and Assumption Transfer Agreement. Notwithstanding the provisions of Section 32 of the Special Powers of Legal Persons Act (Quebec), each of the Administrative Agent Parties may acquire and be the holder of the Demand Debenture a debenture (or any similar instrument). Each member of the Loan Parties Restricted Group hereby acknowledges that each of the Demand Debenture debentures executed in connection herewith constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The Administrative Canadian Collateral Agent hereby acknowledges and accepts the Quebec Security as deeds of hypothec granted pursuant to Section 10.1 forming part of the Loan Security Documents and agrees to be bound by the provisions thereof. Notwithstanding Section 11.8 19.8 hereof, the provisions of this Section 10.20 18.2 shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.