Common use of Quebec Liens (Hypothecs) Clause in Contracts

Quebec Liens (Hypothecs). Without limiting the provisions of Section 12.13, for the purposes of holding any hypothec granted to the Collateral Agent pursuant to the laws of the Province of Quebec to secure payment of any Obligations of any Credit Party, each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent and, to the extent necessary, ratifies the appointment and authorization of the Collateral Agent, to act as the hypothecary representative (i.e., “fondé de pouvoir”) of the creditors as contemplated under Article 2692 of the Civil Code of Quebec of and for all present and future Secured Creditors. The Collateral Agent, in its capacity as hypothecary representative, shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, the terms of the applicable deed of hypothec or pledge agreement to which it is a party or the Applicable Laws, all rights and remedies given to the Collateral Agent pursuant to any such deed of hypothec, pledge agreement and Applicable Laws, and (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Creditors. Any person who becomes a Secured Creditor shall, by its execution of an Assignment and Assumption Agreement (and, in the case of Secured Bank Product Providers, by virtue of the actions taken pursuant to Section 12.12), be deemed to have consented to and confirmed the Collateral Agent as the hypothecary representative as aforesaid and to have ratified, as of the date it becomes a Secured Creditor, all actions taken by the Collateral Agent. The substitution of the Collateral Agent pursuant to the provisions of this Section 12 also constitute the substitution of the Collateral Agent as hypothecary representative as aforesaid. The execution, prior to this Agreement, of any deed of hypothec, pledge agreement or any other Security Document by the Collateral Agent, in its capacity as hypothecary representative, is hereby ratified and confirmed.