Common use of Quebec Security Clause in Contracts

Quebec Security. To the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws of the Province of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 9 contracts

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

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Quebec Security. To the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws (a) For greater certainty each of the Province of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, Lenders hereby irrevocably authorizes and appoints the Collateral Agent to act constitutes HSBC Bank USA, National Association as the holder of an irrevocable power of attorney (fondé de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of QuebecQuébec) in order to hold hypothecs and security granted by any hypothec granted under Credit Party on property pursuant to the laws of the Province of Quebec Québec in order to secure obligations of any Credit Party under any bond, debenture or similar title of indebtedness, issued by any Credit Party, and hereby agrees that the Administrative Agent, may act as security for the bondholder and mandatary (i.e. agent) with respect to any debentureshares, bond capital stock or other securities or any bond, debenture or similar title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under pledged in favour of the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). MoreoverAdministrative Agent, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the AgentsLenders. The execution by HSBC Bank USA, National Association, acting as fondé de pouvoir and mandatary, prior to the Lenders Credit Agreement of any deeds of hypothec or other security documents is hereby ratified and the Lender Counterparties, the whole notwithstanding confirmed. (b) Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (QuebecQuébec). The execution prior to , the date hereof Administrative Agent may acquire and be the holder of any bond or debenture issued by any Credit Party (i.e. the Collateral Agent of fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by any Credit Party). (c) The constitution of HSBC Bank USA, National Association as fondé de pouvoir, and of the Administrative Agent as bondholder and mandatary with respect to any bond, debenture, shares, capital stock or other security documents made pursuant securities that may be issued and pledged from time to time to the laws Administrative Agent for the benefit of the Province of QuebecLenders, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented been ratified and confirmed by each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any portion of any Lenders’ rights and obligations under the Credit Agreement by the execution of an assignment, including a joinder agreement, or other agreement pursuant to which it becomes such assignee or participant, and ratified by each successor Administrative Agent by the foregoing appointment execution of each of an assignment and assumption agreement or other agreement, or by the Collateral compliance with other formalities, as the case may be, pursuant to which it becomes a successor Administrative Agent under the Credit Agreement. (d) HSBC Bank USA, National Association acting as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), pouvoir shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Administrative Agent in this the Credit Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agentmutandis to HSBC Bank USA, such successor of the Collateral Agent shall also act National Association acting as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Royal Gold Inc), Term Loan Facility Agreement (Royal Gold Inc), Term Loan Facility Agreement (Royal Gold Inc)

Quebec Security. To the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws of the Province of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as the holder of an irrevocable power of attorney hypothecary representative (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party (or as security in respect of any Obligations) and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent (or its predecessor in such capacity) of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney hypothecary representative (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney hypothecary representative (fondé de pouvoir)) without any further action or formality, and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

Quebec Security. To For greater certainty, and without limiting the extent that powers of Agent hereunder or under any Canadian Credit Party now of the other Loan Documents, Borrowers hereby acknowledge that, for purposes of holding any security granted by any Borrower or in the future is required to grant security any Guarantor on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of any Borrower or any Guarantor under any bond or debenture issued by any Borrower or any Guarantor, Agent shall be the holder of an irrevocable power of attorney (fonde de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of (i) all present and future Affiliates Lenders, (ii) Agent, and (iii) Bank or any other Affiliate of such Agent that may from time to time issue Letters of Credit to any Borrower or Lender execute LC Guaranties in favour of any Borrower. Each Lender, Bank or any other Affiliate of Agent that are may from time to time issue Letters of Credit to any Borrower or become a Lender Counterpartyexecute LC Guaranties in favour of any Borrower hereby (i) irrevocably constitutes, hereby irrevocably authorizes and appoints to the Collateral extent necessary the Agent to act as the holder of an irrevocable power of attorney (fondé fonde de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec hypothecs and security granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate Borrower or any such rights Guarantor on movable or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made immovable property pursuant to the laws of the Province of QuebecQuebec to secure obligations of any Borrower or any Guarantor under any bond or debenture issued by any Borrower or any Guarantor, is hereby ratified and confirmed(ii) appoints and agrees that Agent may act as the bondholder and mandatory with respect to any bond or debenture that may be issued and pledged from time to time for the benefit of Lenders, Agent, Bank or any other Affiliate of Agent that may from time to time issue Letters of Credit to any Borrower or execute LC Guaranties in favour of any Borrower. Any person who becomes a LenderThe constitution of Agent as the holder of such irrevocable power of attorney (fonde de pouvoir) and Agent as bondholder and mandatory with respect to any bond or debenture that may be issued and pledged from time to time for the benefit of Lenders, Issuing BankAgent, an Bank or any other Affiliate of Agent that may from time to time issue Letters of Credit to any Borrower or a Lender Counterparty execute LC Guaranties in favour of any Borrower, shall be deemed to have consented to been ratified and ratified confirmed as follows: (i) by any assignee of a Lender by the foregoing appointment execution of each an Assignment and Acceptance Agreement; (ii) by Bank or any other Affiliate of Agent by the Collateral Agent as fondé de pouvoirissuance or execution, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder case may be, of Letters of Credit or LC Guaranties; and (iii) by any assignee of Agent by the execution of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lenderassignment agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (Wabash National Corp /De), Loan and Security Agreement (Wabash National Corp /De), Loan and Security Agreement (Wabash National Corp /De)

Quebec Security. To For greater certainty, and without limiting the extent powers of Administrative Agent hereunder or under any of the other Loan Documents, each of the Lenders hereby acknowledges that Administrative Agent shall, for purposes of holding any Canadian Credit Party now security granted by the Borrowers or in the future is required to grant security any other Person on its property pursuant to the laws of the Province of Quebec to secure payment of the bonds, notes or other titles of indebtedness, be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of the Civil Code of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates Secured Parties and in particular for all present and future holders of such bonds, notes or other titles of indebtedness. Each of Administrative Agent or Lender that are or become a Lender Counterparty, and Lenders hereby irrevocably authorizes and appoints constitutes, to the Collateral extent necessary, Administrative Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by the Borrowers or any hypothec granted under the laws of other Person in the Province of Quebec as security for any debentureto secure such bonds, bond notes or other title of indebtedness that may indebtedness. Each permitted assignee of the Lenders shall be issued by any Canadian Credit Party deemed to have confirmed and to exercise ratified the constitution of Administrative Agent as the holder of such rights and duties as are conferred upon a irrevocable power of attorney (fondé de pouvoir under pouvoir) by execution of the relevant deed assignment of hypothec and applicable laws (with the power to delegate any such rights or duties)its interest. Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec), Administrative Agent may acquire and be the holder of such bonds, notes or other titles of indebtedness, as agent and pledgee for its own account and for the benefit of all Secured Parties. The execution prior to the date hereof by the Collateral Administrative Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Administrative Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour favor of the Collateral Administrative Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and or appointment of a successor Collateral Administrative Agent, such successor of the Collateral Administrative Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 3 contracts

Samples: Credit Agreement (Axiall Corp/De/), Credit Agreement (Axiall Corp/De/), Credit Agreement (Georgia Gulf Corp /De/)

Quebec Security. To the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws of the Province of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

Quebec Security. To Without limiting the extent powers of the Collateral Agent hereunder or under any of the other Loan Documents, each Secured Party hereby acknowledges and agrees that the Collateral Agent shall, for purposes of holding any Canadian Credit security granted by any Loan Party now or in the future is required to grant security by any Affiliate or Subsidiary of any Loan Party on property pursuant to the laws of the Province of QuebecQuebec to secure obligations of such Loan Party or such Affiliate or Subsidiary under any bond or debenture (the “Quebec Secured Obligations”), each Agent be the holder of an irrevocable power of attorney (other than fondé de pouvoir) (within the Collateral Agentmeaning of the Civil Code of Québec) for all present and Lender acting future Secured Parties and holders of any bond or debenture. Each of the Secured Parties, for itself and on behalf of for all present and future Affiliates of such Agent or Lender that are or may become a Lender Counterparty, Secured Parties hereby irrevocably authorizes and appoints constitutes, to the extent necessary, the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of QuebecQuébec) in order to hold security granted by any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond Loan Parties or other title of indebtedness that may be issued by any Canadian Credit Party and of their Affiliates or Subsidiaries to exercise such rights and duties as are conferred upon a fondé de pouvoir under secure the relevant deed Quebec Secured Obligations. Furthermore, each of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, Secured Parties hereby appoints the Collateral Agent shall also be authorized to hold act in the capacity of the holder and depositary of such debenture, bond or other title of indebtedness debenture on its own behalf as agent, mandatary, custodian Collateral Agent and pledgee for and on behalf and for the benefit of all present and future Secured Parties. Each assignee (for itself and for all present and future Affiliates) of a Secured Party shall be deemed to have confirmed and ratified the Agents, constitution of the Lenders Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption Agreement or other relevant documentation relating to such assignment. Each Secured Party that is not an assignee of a Secured Party that executes this Agreement shall be deemed to have confirmed and ratified the Lender Counterparties, constitution of the whole notwithstanding Collateral Agent as fondé de pouvoir by the execution of the Loan Documents to which it is a party. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec). The execution prior to the date hereof by , the Collateral Agent may acquire and be the holder of any bond or debenture. The Loan Parties hereby ratify and confirm such appointment and acknowledge that such bond or debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Québec. The Secured Parties also hereby ratify any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of executed by the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf pouvoir prior to the execution of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 2 contracts

Samples: Credit Agreement (Resolute Forest Products Inc.), Abl Credit Agreement (AbitibiBowater Inc.)

Quebec Security. To For greater certainty, and without limiting the extent that powers of Agent hereunder or under any Canadian Credit Party now of the other Loan Documents, Borrowers hereby acknowledge that, for purposes of holding any security granted by any Borrower or in the future is required to grant security any Guarantor on movable or immovable property pursuant to the laws of the Province of QuebecQuebec to secure obligations of any Borrower or any Guarantor under any bond or debenture issued by any Borrower or any Guarantor, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of (i) all Agentspresent and future Lenders, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral (ii) Agent, when acting and (iii) Bank or any other Affiliate of Agent that may from time to time issue Letters of Credit to any Borrower or execute LC Guaranties in favour of any Borrower. Each Lender, Bank or any other Affiliate of Agent that may from time to time issue Letters of Credit to any Borrower or execute LC Guaranties in favour of any Borrower hereby (i) irrevocably constitutes, to the extent necessary the Agent as the holder of an irrevocable power of attorney (fondé de pouvoir)pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by any Borrower or any Guarantor on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of any Borrower or any Guarantor under any bond or debenture issued by any Borrower or any Guarantor, shall have and (ii) appoints and agrees that Agent may act as the same rightsbondholder and mandatory with respect to any bond or debenture that may be issued and pledged from time to time for the benefit of Lenders, powersAgent, immunities, indemnities and exclusions Bank or any other Affiliate of Agent that may from liability as are prescribed time to time issue Letters of Credit to any Borrower or execute LC Guaranties in favour of the Collateral any Borrower. The constitution of Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an such irrevocable power of attorney (fondé de pouvoir), ) and Agent as agent, mandatary bondholder and custodian mandatory with respect to any bond or debenture that may be issued and pledged from time to time for the purposes set forth above. Without limiting the foregoingbenefit of Lenders, none Agent, Bank or any other Affiliate of such Lenders Agent that may from time to time issue Letters of Credit to any Borrower or execute LC Guaranties in favour of any Borrower, shall have or be deemed to have been ratified and confirmed as follows: (i) by any assignee of a fiduciary relationship with Lender by the execution of an Assignment and Acceptance Agreement; (ii) by Bank or any Lenderother Affiliate of Agent by the issuance or execution, as the case may be, of Letters of Credit or LC Guaranties; and (iii) by any assignee of Agent by the execution of an assignment agreement. The Lenders are not partners or co-venturers, and no Lender shall be liable for Notwithstanding the acts or omissions of, or (except as otherwise set forth herein in case provisions of Section 32 of the Administrative Agent) authorized An Act respecting the special powers of legal persons (Quebec), Agent may purchase, acquire and be the holder of any bond or debenture issued by any Borrower or any Guarantor (i.e. the fondé de pouvoir may acquire and hold the first bond or debenture issued under any deed of hypothec by any Borrower or any Guarantor). Agent herein appointed as fondé de pouvoir shall have the same rights, powers and immunities as the Agent as stipulated herein, including under this Section 11, which shall apply mutatis mutandis. Without limitation, the provisions of Section 11.11 shall apply mutatis mutandis to act for, any other Lenderthe resignation and appointment of a successor Agent acting as fondé de pouvoir.

Appears in 2 contracts

Samples: Loan and Security Agreement (Wabash National Corp /De), Loan and Security Agreement (Wabash National Corp /De)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Administrative Agent or the Collateral Agent, or any Canadian other Person acting as an agent or mandatary for such agents hereunder or under any of the other Financing Documents, the Borrower and the Parent hereby acknowledge that, for purposes of holding any security granted by any Credit Party now or in the future is required to grant security on property pursuant to the laws Laws of the Province of QuebecQuebec to secure obligations of the Borrower or any other Credit Party under any bond issued by the Borrower or any other Credit Party, each Agent (other than the Collateral AgentAgent shall be the holder of an irrevocable power of attorney (fonde de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) and Lender acting for itself and on behalf of all present and future Affiliates Lenders, and in particular for all present and future holders of any such Agent or bond. Each Lender that are or become a Lender Counterpartyhereby: (i) irrevocably constitutes, hereby irrevocably authorizes and appoints to the extent necessary, the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé fonde de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold hypothecs and security granted by the Borrower or any hypothec granted under other Credit Party on property pursuant to the laws Laws of the Province of Quebec to secure obligations of Borrower or any other Credit Party under any bond issued by the Borrower or any other Credit Party; and (ii) appoints and agrees that the Administrative Agent may act as security for the bondholder and mandatary with respect to any debenture, bond or other title of indebtedness that may be issued by the Borrower or any Canadian Credit Party and pledged in their favour from time to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed time. Each assignee of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to confirmed and ratified the foregoing appointment of each constitution of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an such irrevocable power of attorney (fondé fonde de pouvoir), ) and shall be deemed to have confirmed and ratified the same rights, powers, immunities, indemnities constitution of the Administrative Agent as bondholder and exclusions mandatary with respect to any bond that may be issued by the Borrower or any Credit Party and pledged from liability as are prescribed time to time in favour of the Collateral Administrative Agent in this Agreement, by the execution of an Assignment and Assumption. Each Person (who is not then a Lender) providing any Additional Loan which is a Loan hereunder shall apply mutatis mutandis. In be deemed to have confirmed and ratified the event of the resignation and appointment of a successor Collateral Agent, such successor constitution of the Collateral Agent shall also act as the holder of an such irrevocable power of attorney (fondé fonde de pouvoir), ) and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, confirmed and no Lender shall be liable for ratified the acts or omissions of, or (except as otherwise set forth herein in case constitution of the Administrative Agent) authorized Agent as bondholder and mandatary with respect to act for, any other Lenderbond that may be issued by the Borrower or any Credit Party and pledged from time to time in favour of the Administrative Agent by the execution of the agreement pursuant to which such Additional Loan is made available.

Appears in 2 contracts

Samples: Term Loan Agreement (Microcell Telecommunications Inc), Term Loan Agreement (Microcell Telecommunications Inc)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Administrative Agent or the Collateral Agent, or any Canadian Credit Party now other Person acting as an agent or in mandatary for such Agents hereunder or under any of the future is required to grant other Loan Documents, the Borrower hereby acknowledges that, for purposes of holding any security granted by it on property pursuant to the laws of the Province of QuebecQuebec to secure its obligations under any bond, each Agent (debenture or other than title of indebtedness, the Collateral AgentAgent shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of the Civil Code of Québec) for (i) all present and Lender acting future Lenders and Agents, and (ii) in particular for itself all present and future holders of any such bond, debenture or other title of indebtedness. The Borrower hereby acknowledges that Collateral Agent may hold any such bonds, debentures or other titles of indebtedness, and may act as mandatary in connection therewith, for and on behalf of all present and future Affiliates Lenders and Agents. Each Lender and, where applicable, an Affiliate of such a Lender, and each Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints constitute, to the extent necessary, the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of QuebecQuébec) in order to hold any hypothec security granted under by the laws of Borrower in the Province of Quebec to secure its obligations under any bond, debenture or other title of indebtedness issued by it, and hereby agree that Collateral Agent may act as security holder and mandatary (i.e. agent) for the Lenders and, where applicable, an Affiliate of a Lender, and the Agent in respect of any debenturesuch bond, bond debenture or other title of indebtedness that may be pledged in favour of Collateral Agent, for the benefit of the Lenders, and, where applicable, an Affiliate of a Lender, and the Agents. Each assignee of a Lender, and each successor Collateral Agent and each successor Administrative Agent, shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) and mandatary (i.e. agent) for the Lenders and Agents in respect of any bond, debenture or other title of indebtedness that may be issued by any Canadian Credit Party the Borrower and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed pledged in favour of hypothec and applicable laws (with the power to delegate any such rights or duties). MoreoverCollateral Agent, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Lenders and Agents, the Lenders by execution of an Assignment and the Lender Counterparties, the whole notwithstanding Assumption. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (QuebecQuébec). The execution prior to the date hereof by , the Collateral Agent may acquire and be the holder of any deed of hypothec bond, debenture or other security documents made pursuant to title of indebtedness issued by the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Borrower (i.e. Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir) may acquire and hold the first bond, debenture or other title of indebtedness issued under any deed of hypothec of other security granted by the Borrower and held by the Collateral Agent). The Borrower hereby acknowledges that such bond or debenture constitutes a title of indebtedness, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed such term is used in favour Article 2692 of the Collateral Agent in this Agreement, which shall apply mutatis mutandisCivil Code of Québec. In the event of the resignation and appointment of a successor The execution by Collateral Agent, such successor of the Collateral Agent shall also act acting as the holder of an irrevocable power of attorney (fondé de pouvoir)) and mandatary, prior to this Agreement of any deeds of hypothec, pledges or other security and as agent, mandatary any documents ancillary thereto is hereby ratified and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lenderconfirmed.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Postmedia Network Canada Corp.), Revolving Credit Agreement (Postmedia Network Canada Corp.)

Quebec Security. To Without limiting the extent powers of the Collateral Agent hereunder or under any of the other Credit Documents, each Lender (for its benefit and the benefit of its Affiliates), each Issuing Lender, the Administrative Agent, the Collateral Agent and each other Agent (all such Lenders (for their benefit and the benefit of their respective Affiliates), Issuing Lender, Administrative Agent, Collateral Agent and other Agents are collectively called, for purposes of this Section 12.14, the “Quebec Secured Parties”) hereby acknowledges and agrees that DBNY shall, for purposes of holding any Canadian Credit Party now security granted by any Borrower or in the future is required to grant security by any Affiliate or Subsidiary of any Borrower on property pursuant to the laws of the Province of Quebec to secure obligations of such Borrower or such Affiliate or Subsidiary under any bond or debenture (the “Quebec Secured Obligations”), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future Quebec Secured Parties and holders of any bond or debenture. Each of the Quebec Secured Parties, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of for all present and future Affiliates of such Agent or Lender that are or may become a Lender Counterparty, Quebec Secured Parties hereby irrevocably authorizes and appoints constitutes, to the Collateral Agent to act extent necessary, DBNY as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any hypothec granted under of the laws Borrowers or by any of their Affiliates or Subsidiaries in the Province of Quebec as security for any debentureto secure the Quebec Secured Obligations. Furthermore, each of the Quebec Secured Parties hereby appoints DBNY to act in the capacity of the holder and depositary of such bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties debenture on its own behalf as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for and on behalf and for the benefit of all present and future Quebec Secured Parties. Each assignee (for itself and for all present and future Affiliates) of a Quebec Secured Party shall be deemed to have confirmed and ratified the Agents, constitution of the Lenders Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and the Lender Counterparties, the whole notwithstanding Assumption Agreement or other relevant documentation relating to such assignment. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified DBNY may acquire and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power any bond or debenture. The Borrowers hereby acknowledge that such bond or debenture constitutes a title of attorney (fondé de pouvoir)indebtedness, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed such term is used in favour Article 2692 of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event Civil Code of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other LenderQuebec.

Appears in 2 contracts

Samples: Abl Credit Agreement (Mobile Mini Inc), Abl Credit Agreement (Mobile Mini Inc)

Quebec Security. To Each of the extent parties hereto (including each Lender, acting for itself and on behalf of each of its Affiliates that are or become Foreign Secured Parties from time to time) confirms the appointment and designation of the Administrative Agent as the hypothecary representative for the present and future Foreign Secured Parties (in such capacity, the “Representative”), as contemplated by Article 2692 of the Civil Code of Québec, for the purposes of holding any Canadian security granted by the Foreign Credit Party now Parties or in the future is required to grant security any one of them pursuant to the laws of the Province of Quebec. The execution by the Representative prior to the date hereof of any document creating or evidencing any such security for the benefit of any of the Foreign Secured Parties is hereby ratified and confirmed. Each future Foreign Secured Party, each Agent whether a Lender or a holder of any Foreign Obligation, shall be deemed to have ratified and confirmed (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future each of its Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints Foreign Secured Parties from time to time) the Collateral appointment of the Administrative Agent to act as the holder Representative. The Representative shall (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted hereunder, all rights and remedies given to the Representative pursuant to any hypothec, pledge, applicable law or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent, mutatis mutandis, including all such provisions with respect to the liability or responsibility to an indemnification by the Foreign Secured Parties, and (c) be entitled to delegate from time to time any of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 its powers or duties under any hypothec or pledge on such terms and conditions as it may determine from time to time. The substitution or replacement of the Civil Code of Quebec) in order Administrative Agent pursuant to hold any hypothec granted under the laws provisions hereof shall also constitute the substitution or replacement of the Province of Quebec Representative. The new Representative, without further act, shall then be vested and have all the rights, powers and authorities granted to the Representative hereunder and shall be subject in all respects to the terms, conditions and provisions hereof, to the same extent as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties if originally acting as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties)Representative hereunder. Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as Administrative Agent may acquire and be the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have any bond or be deemed to have a fiduciary relationship with debenture issued by any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other LenderForeign Credit Party.

Appears in 2 contracts

Samples: Abl Credit Agreement (Avaya Holdings Corp.), Abl Credit Agreement (Avaya Holdings Corp.)

Quebec Security. To Without limiting the extent powers of the Security Agent hereunder or under any of the other Loan Documents, each Secured Party hereby acknowledges and agrees that DBNY shall, for purposes of holding any security granted by any Canadian Credit Loan Party now or in the future is required to grant security by any Affiliate or Subsidiary of any Canadian Loan Party on property pursuant to the laws of the Province of Quebec to secure obligations of such Canadian Loan Party or such Affiliate or Subsidiary under any bond or debenture (the “Quebec Secured Obligations”), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future Secured Parties and holders of any bond or debenture. Each of the Secured Parties, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of for all present and future Affiliates of such Agent or Lender that are or may become a Lender Counterparty, Secured Parties hereby irrevocably authorizes and appoints constitutes, to the Collateral Agent to act extent necessary, DBNY as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any hypothec granted under the laws of the Province Canadian Loan Parties or by any of their Affiliates or Subsidiaries to secure the Quebec as security for any debentureSecured Obligations. Furthermore, each of the Secured Parties hereby appoints DBNY to act in the capacity of the holder and depositary of such bond or other title of indebtedness that may be issued by any Canadian Credit Party debenture on its own behalf as Security Agent and to exercise such rights for and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec on behalf and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of all present and future Secured Parties. Each assignee (for itself and for all present and future Affiliates) of a Secured Party shall be deemed to have confirmed and ratified the Agents, constitution of the Lenders Security Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and the Lender Counterparties, the whole notwithstanding Assumption Agreement or other relevant documentation relating to such assignment. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec), DBNY may acquire and be the holder of any bond or debenture. The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian Canadian Borrowers (on behalf of all Agents, Issuing Banks, Lenders itself and the Lender Counterpartiesother Loan Parties which are Canadian Subsidiaries) hereby acknowledge that such bond or debenture constitutes a title of indebtedness, including as such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed term is used in favour Article 2692 of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event Civil Code of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other LenderQuebec.

Appears in 2 contracts

Samples: Abl Credit Agreement (Smurfit Stone Container Corp), Abl Credit Agreement (Smurfit Stone Container Corp)

Quebec Security. To the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws of the Province of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Agents or any Canadian other Person acting as an agent or mandatary for such agents under any of the Financing Documents, each Credit Party now or in hereby acknowledges, on its own behalf and on the future is required to grant security behalf of each of its subsidiaries, that, for purposes of holding any hypothec granted by any Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of such Credit Party under any bond issued by such Credit Party, CIT Business Credit Canada Inc. shall be the holder of an irrevocable power of attorney (fonde de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Lenders, Issuing Banks, Secured Affiliates, Cash Management Affiliates and the Agents referred to in this Agreement, and in particular for all present and future holders of any such Agent or Lender that are or become a Lender Counterpartybond. The Lenders and the Issuing Banks hereby: (i) irrevocably constitute, hereby irrevocably authorizes and appoints to the Collateral Agent to act extent necessary, CIT Business Credit Canada Inc. as the holder of an irrevocable power of attorney (fondé fonde de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold hypothecs and security granted by any hypothec granted under Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of such Credit Party under any bond issued by such Credit Party; and (ii) appoint and agree that the Canadian Administrative Agent may act as security for the bondholder and mandatary with respect to any debenture, bond or other title of indebtedness that may be issued by any Canadian a Credit Party and pledged in its or their favour from time to exercise time. Each assignee of a Lender or Issuing Bank and each Cash Management Affiliate and Secured Affiliate (by and through its affiliated Lender) shall be deemed to have confirmed and ratified the constitution of CIT Business Credit Canada Inc. as the holder of such rights irrevocable power of attorney (fonde de pouvoir) and duties shall be deemed to have confirmed and ratified the constitution of the Canadian Administrative Agent as are conferred upon bondholder and mandatary with respect to any bond that may be issued by a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party and pledged from time to time in its or their favour by the execution, as applicable, of any such debenturean Assignment and Acceptance, bond Cash Management Agreement or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding Swap Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting Respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified CIT Business Credit Canada Inc. may acquire and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney any bond issued by a Credit Party (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.i.

Appears in 1 contract

Samples: Credit Agreement (Gerdau Ameristeel Corp)

Quebec Security. To the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws of the Province of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any CG&R Draft Last Saved: 02/0620/2013 14:3244 pm 10174795v19 such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Administrative Agent, or any Canadian Credit other Person acting as an agent or mandatary for the Administrative Agent hereunder or under any of the other Loan Documents, the Borrower hereby acknowledges that, for purposes of holding any security granted by the Borrower or any other Loan Party now or in the future is required to grant security on property pursuant to the laws of the Province of QuebecQuebec to secure obligations of the Borrower or other Loan Party under any bond issued by any Loan Party, each the Administrative Agent shall be the holder of an irrevocable power of attorney (other than i.e. "FONDE DE POUVOIR" within the Collateral Agentmeaning of the CIVIL CODE OF QUEBEC) for all present and future Lenders, and any Affiliates of a Lender acting that may from time to time enter into Hedging Agreements with the Borrower or its Subsidiaries. Each Lender, for itself and on behalf of all present and future any of its Affiliates of such Agent that enter into Hedging Agreements with the Borrower or Lender that its Subsidiaries which are or become a Lender Counterpartyto be secured under the Loan Documents, hereby irrevocably authorizes and appoints constitutes, to the Collateral extent necessary, the Administrative Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (i.e. "FONDE DE POUVOIR" within the meaning of Article 2692 of the Civil Code of QuebecCIVIL CODE OF QUEBEC) in order to hold security granted by the Borrower or any hypothec granted under the laws of other Loan Party in the Province of Quebec as security for to secure the obligations of the Borrower or any debenture, other Loan Party under any bond or other title of indebtedness that may be issued by any Canadian Credit Party Loan Party. 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 (FONDE DE POUVOIR) by execution of an Assignment and Assumption Agreement. Each Affiliate of a Lender that enters into a Hedging Agreement which is to exercise such rights and duties as are conferred upon a fondé de pouvoir be secured under the relevant deed of hypothec Loan Documents shall be deemed to have confirmed and applicable laws (with ratified the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit constitution of the AgentsAdministrative Agent as the holder of such irrevocable power of attorney (FONDE DE POUVOIR) by the execution of such Hedging Agreement and by the delivery of the notice thereof pursuant to Section 2.12 hereof. Each Lender, on behalf of its Affiliates, hereby confirms that it has full authority to confirm and ratify such constitution of the Lenders and the Lender Counterparties, the whole notwithstanding Administrative Agent by its Affiliate. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons AN ACT RESPECTING THE SPECIAL POWERS OF LEGAL PERSONS (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as Administrative Agent may acquire and be the holder of an irrevocable power any bond issued by any Loan Party. The Borrower hereby acknowledges that such bond constitutes a title of attorney (fondé de pouvoir)indebtedness, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed such term is used in favour Article 2692 of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other LenderCIVIL CODE OF QUEBEC.

Appears in 1 contract

Samples: Credit Agreement (Capital Environmental Resource Inc)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Administrative Agent or the Collateral Agent, or any Canadian other Person acting as an agent or mandatary for such agents hereunder or under any of the other Financing Documents, the Borrower and the Parent hereby acknowledge that, for purposes of holding any security granted by any Credit Party now or in the future is required to grant security on property pursuant to the laws Laws of the Province of QuebecQuebec to secure obligations of the Borrower or any other Credit Party under any bond issued by the Borrower or any other Credit Party, each Agent (other than the Collateral AgentAgent shall be the holder of an irrevocable power of attorney (fonde de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) for: (i) all present and future Lenders (including the Issuing Bank and any Affiliate of the Issuing Bank that issues Letters of Credit); (ii) any Affiliate of any Lender acting that may from time to time enter into Swap Agreements with the Borrower, and (iii) any Lender or Person that makes available to the Borrower Permitted Additional Exit Facility Debt. Each Lender, for itself and on behalf of all present any of its Affiliates that enter into Swap Agreements with the Borrower, the Issuing Bank (and future Affiliates any Affiliate of such Agent or Lender the Issuing Bank that are or become a Lender Counterpartyissues Letters of Credit) and any Person (including any Lender) that makes available to the Borrower Permitted Additional Exit Facility Debt, hereby (i) irrevocably authorizes and appoints constitutes, to the extent necessary the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé fonde de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold hypothecs and security granted by the Borrower or any hypothec granted under other Credit Party on property pursuant to the laws Laws of the Province of Quebec to secure obligations of Borrower or any other Credit Party under any bond issued by the Borrower or any other Credit Party; and (ii) appoints and agrees that the Administrative Agent may act as security the bondholder and mandatary with respect to any bond that may be issued and pledged from time to time for the benefit of the Lenders, the Persons that make available Permitted Additional Exit Facility Debt, the Issuing Bank and any debentureAffiliate of the Issuing Bank that issues Letters of Credit and any Affiliates of the Lenders that enter into Swap Agreements. The constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fonde de pouvoir) and the Administrative Agent as bondholder and mandatary with respect to any bond that may be issued and pledged from time to time for the benefit of the Lenders, the Persons that make available Permitted Additional Exit Facility Debt, the Issuing Bank and any Affiliate of the Issuing Bank that issues Letters of Credit and any Affiliates of the Lenders that enter into Swap Agreements shall be deemed to have been ratified and confirmed as follows: (i) by any assignee of a Lender (or an Issuing Bank and any Affiliate of the Issuing Bank that issues Letters of Credit), by the execution of an Assignment and Assumption; (ii) by any Person (including a Lender) that provides Permitted Additional Exit Facility Debt, by the execution of a supplemental agreement hereto; and (iii) by any Affiliate of a Lender that enters into Swaps Agreements, by the execution of the Swap Agreements. Each Person (who is not then a Lender) providing any Additional Loan which is a Loan hereunder shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fonde de pouvoir) and shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as bondholder and mandatary with respect to any bond or other title of indebtedness that may be issued by the Borrower or any Canadian Credit Party and pledged from time to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed time in favour of the Collateral Administrative Agent in this Agreement, which shall apply mutatis mutandis. In by the event execution of the resignation and appointment of a successor Collateral Agent, agreement pursuant to which such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other LenderAdditional Loan is made available.

Appears in 1 contract

Samples: Tranche a Exit Facility Agreement (Microcell Telecommunications Inc)

Quebec Security. To For greater certainty, and without limiting the extent powers of the Administrative Agent hereunder or under any of the other Loan Documents, each of the Borrowers hereby acknowledges that the Administrative Agent shall, for purposes of holding any security granted by the Canadian Credit Party now Borrower or in the future is required to grant security any Foreign Guarantor on property pursuant to the laws of the Province of Quebec to secure obligations of the Canadian Borrower or any Foreign Guarantor under any debenture (the "Canadian Obligations"), be the holder of an irrevocable power of attorney (fonde de pouvoir) (within the meaning of the Civil Code of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates Lenders, Agents and hedging counterparties pursuant to any Specified Hedge Agreement and in particular for all present and future holders of such Agent or Lender any debenture. Each of the Lenders (for themselves and for all present and future affiliates that are or may become a Lender Counterparty, hedging counterparties pursuant to any Specified Hedge Agreement) hereby irrevocably authorizes and appoints constitutes, to the Collateral extent necessary, the Administrative Agent to act as the holder of an irrevocable power of attorney (fondé fonde de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by the Canadian Borrower or any hypothec granted under the laws of Foreign Guarantor in the Province of Quebec to secure the Canadian Obligations. Each assignee of a Lender, Agent or a hedging counterparty pursuant to any Specified Hedge Agreement shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as security for any debenture, bond or other title the holder of indebtedness that may be issued such irrevocable power of attorney (fonde de pouvoir) by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under execution of the relevant deed of hypothec assignment and applicable laws (with the power to delegate any such rights or duties)assumption agreement. Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding Notwithstanding the provisions of Section 32 of the An Special Corporate Powers Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as Administrative Agent may acquire and be the holder of an irrevocable power any debenture. The Canadian Borrower hereby acknowledges that such debenture constitutes a title of attorney (fondé de pouvoir)indebtedness, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed such term is used in favour Article 2692 of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event Civil Code of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other LenderQuebec.

Appears in 1 contract

Samples: Credit Agreement (Avery Berkel Holdings LTD)

Quebec Security. To Without limiting the extent powers of the Collateral Agent hereunder or under any of the other Credit Documents, each Lender (for its benefit and the benefit of its Affiliates), each Issuing Lender, the Administrative Agent, the Collateral Agent and each other Agent (all such Lenders (for their benefit and the benefit of their respective Affiliates), Issuing Lender, Administrative Agent, Collateral Agent and other Agents are collectively called, for purposes of this Section 12.12, the “Quebec Secured Parties”) hereby acknowledges and agrees that DBNY shall, for purposes of holding any security granted by any Canadian Credit Party now or in the future is required to grant security by any Affiliate or Subsidiary of any Canadian Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of such Canadian Credit Party or such Affiliate or Subsidiary under any bond or debenture (the “Quebec Secured Obligations”), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future Quebec Secured Parties and holders of any bond or debenture. Each of the Quebec Secured Parties, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of for all present and future Affiliates of such Agent or Lender that are or may become a Lender Counterparty, Quebec Secured Parties hereby irrevocably authorizes and appoints constitutes, to the Collateral Agent to act extent necessary, DBNY as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any hypothec granted under the laws of the Province Canadian Credit Parties or by any of their Affiliates or Subsidiaries to secure the Quebec as security for any debentureSecured Obligations. Furthermore, each of the Quebec Secured Parties hereby appoints DBNY to act in the capacity of the holder and depositary of such bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties debenture on its own behalf as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for and on behalf and for the benefit of all present and future Quebec Secured Parties. Each assignee (for itself and for all present and future Affiliates) of a Quebec Secured Party shall be deemed to have confirmed and ratified the Agents, constitution of the Lenders Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and the Lender Counterparties, the whole notwithstanding Assumption Agreement or other relevant documentation relating to such assignment. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec), DBNY may acquire and be the holder of any bond or debenture. The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian Canadian Borrowers (on behalf of all Agents, Issuing Banks, Lenders itself and the Lender Counterpartiesother Credit Parties which are Canadian Subsidiaries) hereby acknowledge that such bond or debenture constitutes a title of indebtedness, including as such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed term is used in favour Article 2692 of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event Civil Code of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other LenderQuebec.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Acco Brands Corp)

Quebec Security. To the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws of the Province of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party pursuant to a deed of hypothec and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligationsobligations arising hereunder or under the other Credit Documents, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

Quebec Security. To For greater certainty, and without limiting the extent that powers of Agent or any Canadian Credit Party now other Person acting as an agent for the Lender Group hereunder or in under any of the future is required Loan Documents, each Borrower hereby acknowledges that, for purposes of holding any Liens, including hypothecs, granted or to grant security be granted by any Borrower or any Guarantor on movable or immovable property pursuant to the laws of the Province of QuebecQuebec to secure obligations of any Borrower or any Guarantor under any bond issued by any Borrower or any Guarantor, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as shall be the holder of an irrevocable power of attorney (fondé fonde de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) (the "Fonde de pouvoir") for and on behalf of (i) all present and future Lenders (including the Issuing Lender), (ii) the Issuing Lender and the Underlying Issuer that may from time to time, and respectively, issue L/C and L/C Undertaking for the account of Borrowers, and (iii) any Bank Product Provider that may from time to time extend Bank Products to Administrative Borrower or its Subsidiaries. Each Lender (including the Issuing Lender), for itself and on behalf of any Underlying Issuer that issues or may issue L/C Undertaking for the account of Borrowers and any Bank Product Provider that extends or may extend Bank Products to Administrative Borrower or its Subsidiaries, hereby (i) irrevocably constitutes, to the extent necessary, Agent as the Fonde de pouvoir in order to hold any hypothec Liens, including hypothecs, granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may to be issued granted by any Canadian Credit Party Borrower or any Guarantor on movable and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made immovable property pursuant to the laws of the Province of QuebecQuebec to secure obligations of any Borrower or any Guarantor under any bond issued by any Borrower or any Guarantor; and (ii) appoints and agrees that Agent, is hereby ratified acting as administrative agent for the Lenders (including the Issuing Lender) may act as the bondholder and confirmedmandatary with respect to any bond that may be issued and pledged from time to time for the benefit of the Lenders (including the Issuing Lender), any Underlying Issuer and any Bank Product Provider. Any person who becomes a The said constitution of the Fonde de pouvoir as the holder of such irrevocable power of attorney and of Agent as bondholder and mandatory with respect to any bond that may be issued and pledged from time to time for the benefit of the Lenders (including the Issuing Lender), Issuing Bank, an Agent or a Lender Counterparty the Underlying Issuer and the Bank Product Provider shall be deemed to have consented to been ratified and ratified confirmed as follows: (i) by any Assignee by the foregoing appointment execution of each an Assignment and Acceptance; (ii) by any Issuing Lender, Underlying Issuer or Bank Product Provider by the issuance or execution, as the case may be, of L/C, L/C Undertaking or Bank Product; and (iii) by any assignee of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certaintyLender, the Collateral Agent, when acting as Underlying Issuer or of the holder Bank Product Provider by the execution of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lenderassignment agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Amerco /Nv/)

Quebec Security. To the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws of the Province of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as the holder of an irrevocable power of attorney attorneyhypothecary representative (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party (or as security in respect of any Obligations) and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent (or its predecessor in such capacity) of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney attorneyhypothecary representative (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney attorneyhypothecary representative (fondé de pouvoir)) without any further action or formality, and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Administrative Agent or the Collateral Agent, or any Canadian other Person acting as an agent or mandatary for such Agents hereunder or under any of the other Financing Documents, the Borrower and the Parent hereby acknowledge that, for purposes of holding any security granted by any Credit Party now or in the future is required to grant security on property pursuant to the laws of the Province of QuebecQuebec to secure obligations of the Borrower or any other Credit Party under any bond or other title of indebtedness issued by the Borrower or any other Credit Party, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) for (i) all present and future Creditors, including any Tranche A Lender that makes available to the Borrower any Permitted Additional Exit Facility Debt, and (ii) any Affiliate of any Tranche A Lender that may from time to time enter into Swap Agreements with the Borrower and in particular, for all present and future holders of any such bond or other title of indebtedness. Each Creditor, for itself, and in respect of the Tranche A Lenders on behalf of any of its Affiliates that enter into Swap Agreements with the Borrower, hereby (i) irrevocably constitutes, to the extent necessary the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by the Borrower or any hypothec granted under other Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of Borrower or any other Credit Party under any bond or other title of indebtedness issued by the Borrower or any other Credit Party; and (ii) appoints and agrees that the applicable Administrative Agent may act as security for the bondholder and mandatary with respect to any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and pledged from time to exercise time for the benefit of the Creditors, (including any Persons that become Tranche A Lenders pursuant to the extention of any Permitted Additional Exit Facility Debt) and any Affiliates of the Tranche A Lenders that enter into Swap Agreements. The constitution of the Collateral Agent as the holder of such rights and duties as are conferred upon a irrevocable power of attorney (fondé de pouvoir under pouvoir) and the relevant deed of hypothec applicable Administrative Agent as bondholder and applicable laws (mandatary with the power respect to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of that may be issued by any Obligations, the Collateral Agent shall also be authorized Credit Party and pledged from time to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee time for the benefit of the AgentsCreditors, the Persons (including any Tranche A Lenders) that make available Permitted Additional Exit Facility Debt and any Affiliates of the Tranche A Lenders that enter into Swap Agreements shall be deemed to have been ratified and confirmed as follows: (i) by any assignee of a Creditor, by the execution of an Assignment and Assumption under the relevant New Debt Instrument; (ii) by any Person that provides Permitted Additional Exit Facility Debt, by the execution of a supplemental agreement to the Tranche A Exit Facility Agreement; and (iii) by any Affiliate of a Tranche A Lender Counterpartiesthat enters into a Swap Agreement, by the whole notwithstanding execution of the relevant Swap Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec). The execution prior to , the date hereof by Administrative Agent or the Collateral Agent may purchase, acquire and be the holder of any bond or other title of indebtedness issued by the Borrower or any other Credit Party (i.e. the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Borrower or other security documents made pursuant to the laws any Credit Party). The Borrower and each Credit Party hereby acknowledge that any such bond shall constitute a title of indebtedness, as such term is used in Article 2692 of the Province Civil Code of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the The Collateral Agent herein appointed as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), pouvoir shall have the same rights, powerspowers and immunities as the Agents as stipulated herein, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in including under this AgreementSection 4, which shall apply mutatis mutandis. In Without limitation, the event provisions of Section 4.10 shall apply mutatis mutandis to the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act acting as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Intercreditor and Collateral Agency Agreement (Microcell Telecommunications Inc)

Quebec Security. To For greater certainty, and without limiting the extent powers of the Agent under this agreement or under any other Transaction Document, MSV acknowledges that the Agent will, for the purposes of holding any Canadian Credit Party now or in the future is required to grant security granted by MSV on property pursuant to the laws of the Province of Quebec to secure obligations of MSV in respect of all ECUs subscribed for and all other Secured Moneys (collectively, the OBLIGATIONS), be the holder of an irrevocable power of attorney (within the meaning of Article 2692 of the Civil Code of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Holders. The Holder irrevocably constitutes, to the extent necessary, the Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec security granted under the laws of by MSV in the Province of Quebec to secure the Obligations. Each assignee of the Holder will be deemed to have confirmed and ratified the constitution of the Agent as security for any debenturethe holder of the irrevocable power of attorney referred to above, bond or other title by execution of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed agreement of hypothec and applicable laws (with assignment by which the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, assignee takes the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding assignment Despite the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec), the Agent may acquire and be the holder of any ECU. The execution prior MSV acknowledges that each ECU constitutes a "title of indebtedness", as that term is used in Article 2692 of the Civil Code of Quebec. SCHEDULE 1 - ECU NOTICE TO: RMB International (Dublin) Limited (RMBI) A. This ECU Notice is given by MSV Resources Inc. (MSV) under an ECU facility agreement (ECU AGREEMENT) dated 26 October 2004 between MSV, Campbell Resources Inc, Meston Resources Inc., RMBI xxx XXX Resources Limitex. B. Expressions used in this ECU Notice which are defined in the ECU Agreement bear the defined meanings. C. MSV represents and warrants to RMBI that: (1) as at the date of this ECU Notice, the representations and warranties referred to in clause 8.1 of the ECU Agreement are true and correct as though they had been made as at the date of this ECU Notice with respect to the date hereof facts and circumstances applicable at that time; (2) since the end of the accounting period for the accounts referred to in clause 2.1(g), no event has occurred (and is continuing) which has or may have a Material Adverse Effect; and (3) no Default or Potential Default has occurred and is continuing. D. MSV irrevocably requests RMBI under clause 3.1 of the ECU Agreement to credit the Issue Price for [INSERT NO. OF ECUS REQUESTED] ECUs, denoted by ECU Certificate no.[s] [INSERT ECU CERTIFICATE NO./NO.S] the Collateral Agent subject of any deed of hypothec or other security documents made pursuant the ECU Agreement to the laws of the Province of Quebec, is hereby ratified following bank account: [INSERT BANK ACCOUNT DETAILS] DATED: SIGNED for and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such personMSV RESOURCES INC. For greater certainty, the Collateral Agent, when acting as by: ------------------------ an Authorised Officer of MSV Resources Inc. SCHEDULE 2 - ECU CERTIFICATE MSV RESOURCES INC. ECU CERTIFICATE This is to certify that RMB International (Dublin) Limited (RMBI) is the holder of one (1) secured exchangeable capital unit of C$500,000 (ECU) in MSV Resources Inc. (MSV). The ECU is created and issued under an irrevocable power of attorney ECU facility agreement dated 26 October 2004 (fondé de pouvoir)ECU AGREEMENT) made between MSV, shall have Campbell Resources Inc., Meston Resources Inc., RMBI and RMB Resources Limitex. The ECU is issued on the same rights, powers, immunities, indemnities terms and exclusions from liability as are prescribed conditions contained in favour the ECU Agreement and bears interest at the Rate specified in the ECU Agreement. This ECU Certificate must be returned to MSV for cancellation on Conversion or redemption of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event ECU or repayment of the resignation Amount Owing (as defined in the ECU Agreement) in full. The ECU may be Converted during the Conversion Period by completing and appointment returning the attached notice to MSV. The provisions of a successor Collateral Agent, such successor part 6 of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have ECU Agreement apply to any transfer or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case assignment of the Administrative Agent) authorized to act for, any other Lender.ECU. DATED: SIGNED for and on behalf of MSV RESOURCES INC. by: ------------------------ an Authorised Officer of MSV Resources Inc.

Appears in 1 contract

Samples: Ecu Facility Agreement (Campbell Resources Inc /New/)

Quebec Security. To For the extent that any Canadian Credit Party purposes of the grant of security which may now or in the future is be required to grant security be provided by any Loan Party pursuant to the laws of the Province of QuebecQuebec in respect of the Secured Obligations, each the Administrative Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, is hereby irrevocably authorizes appointed and appoints the Collateral Agent authorized to act as the holder of an irrevocable person holding the power of attorney (i.e., “fondé de pouvoir) (within the meaning of as contemplated under Article 2692 of the Civil Code of QuebecQuebec (in such capacity, for the purposes of this Section 8.03, the “Attorney”) in order to hold any hypothec granted under the laws to secure payment of the Province of Quebec as security for any debenturebond, bond debenture or other title of indebtedness that may be issued by any Canadian Credit Loan Party pursuant to a deed of hypothec, and to exercise such rights powers and duties as that are conferred upon a fondé de pouvoir the Attorney under the relevant any related deed of hypothec and applicable laws (with the power to delegate any such rights or duties)laws. Moreover, without prejudice to such appointment and authorization to act as the Attorney as aforesaid, in respect of any pledge by any such Canadian Credit Loan Party of any such debenturebond, bond debenture or other title of indebtedness as security in respect of any for its Secured Obligations, the Collateral Administrative Agent shall also be authorized to hold such debenturebond, bond debenture or other title of indebtedness as the sole registered holder thereof for its own account and as agent, mandatarypledgee and custodian (in such capacities, custodian and pledgee for the benefit purpose of this Section 8.03, the Agents“Custodian”) for and on behalf of itself, the Lenders and any Affiliate of any Lender to which Secured Obligations are owed, the Lender CounterpartiesIssuing Bank and any holder of Secured Obligations (collectively, for the purposes of this Section 8.03, the “Secured Parties”), the whole notwithstanding the provisions of Section 32 of the An Act respecting Respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of ) or any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmedapplicable law. Any person who is now, or in the future becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty Secured Party shall be deemed to have consented to and ratified the foregoing appointment of each appointments of the Collateral Agent Attorney and Custodian. The execution prior to the date hereof by the Administrative Agent, as fondé de pouvoirAttorney, agent, mandatary of any deed of hypothec intended to form part of the Quebec Security Documents is hereby ratified and custodian on behalf confirmed. Each of all Agents, Issuing Banks, Lenders the Attorney and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney Custodian shall: (fondé de pouvoir), shall a) have the same sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney and the Custodian (as applicable) pursuant to any Quebec Security Document, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent mutatis mutandis, including, without limitation, all such provisions with respect to the rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour favor of the Collateral Administrative Agent in this Agreementherein, which shall apply mutatis mutandisand (c) be entitled to delegate from time to time any of its powers or duties under any Quebec Security Document on such terms and conditions as it may determine from time to time. In the event of the resignation and appointment of a successor Collateral Administrative Agent, such successor of the Collateral Administrative Agent shall also be appointed to act as the holder of an irrevocable power of attorney (fondé de pouvoir), Attorney and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other LenderCustodian.

Appears in 1 contract

Samples: Credit Agreement (TRAC Intermodal LLC)

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Quebec Security. To For greater certainty, and without limiting the extent that powers of the Collateral Agent, or any Canadian Credit Party now other Person acting as an agent or in mandatary for the future is required to grant Collateral Agent hereunder or under any other Loan Documents, the Borrowers hereby acknowledge that, for purposes of holding any hypothecs and security granted by the Borrowers or their Subsidiaries on property pursuant to the laws of the Province of QuebecQuebec to secure obligations of the Borrowers or their Subsidiaries under any debenture or bond issued by the Borrowers or their Subsidiaries, each Agent (other than the Collateral AgentAgent shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of the Civil Code of Quebec) for the Lender Group and Lender acting for itself and on behalf of the Bank Product Provider, including without limitation, all present and future Affiliates Lenders and any Affiliate of such Agent or a Lender that are may from time to time enter into Hedge Agreements with the Borrowers or become a their Subsidiaries, and in particular for all present and future holders of any such debenture or bond. The Lender CounterpartyGroup and the Bank Product Provider hereby : (i) irrevocably constitute, hereby irrevocably authorizes and appoints to the extent necessary, the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec hypothecs and security granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec Borrowers or other security documents made their Subsidiaries on property pursuant to the laws of the Province of Quebec, is hereby ratified Quebec to secure the obligations of the Borrowers or their Subsidiaries under any debenture or bond issued by the Borrowers or their Subsidiaries; and confirmed. Any person who becomes a Lender, Issuing Bank, an (ii) appoint and agree that the Canadian Administrative Agent or a Lender Counterparty shall the Collateral Agent may act as the bondholder and mandatary with respect to any debenture or bond that may be deemed issued by the Borrowers or their Subsidiaries and pledged in its favour from time to have consented to and ratified the foregoing appointment of each time. The said constitution of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an such irrevocable power of attorney (fondé de pouvoir) and of the Canadian Administrative Agent or the Collateral Agent as bondholder and mandatory shall be deemed to have been ratified and confirmed as follows: (i) by any Assignee, by the execution of an Assignment and Acceptance; and (ii) by any Affiliate of a Lender that enters into Hedge Agreements, by the execution of the Hedge Agreements. Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), the Collateral Agent may acquire and be the holder of any debenture or bond issued by the Borrowers or their Subsidiaries (i.e. the fondé de pouvoir may acquire and hold the first debenture or bond issued under any deed of hypothec by the Borrowers or their Subsidiaries). The Borrowers hereby acknowledge that such debenture or bond constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The Collateral Agent herein appointed as fondé de pouvoir shall have the same rights, powerspowers and immunities as the Agents as stipulated herein, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in including under this AgreementSection 15, which shall apply mutatis mutandis. In Without limitation, the event provisions of Section 15.9 shall apply mutatis mutandis to the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act acting as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Credit Agreement (Sitel Corp)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Administrative Agent or the Collateral Agent, or any Canadian other Person acting as an agent or mandatary for such Agents hereunder or under any of the other Financing Documents, the Borrower and the Parent hereby acknowledge that, for purposes of holding any security granted by any Credit Party now or in the future is required to grant security on property pursuant to the laws of the Province of QuebecQuebec to secure obligations of the Borrower or any other Credit Party under any bond issued by the Borrower or any other Credit Party, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold for: (i) all present and future Lenders (including the Issuing Bank and any hypothec granted under the laws Affiliate of the Province Issuing Bank that issues Letters of Quebec as security for Credit); (ii) any debenture, bond or other title Affiliate of indebtedness any Lender that may be issued by any Canadian Credit Party and from time to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (time enter into Swap Agreements with the power Borrower, and (iii) any Lender or Person that makes available to delegate any such rights or duties)the Borrower Permitted Additional Exit Facility Debt. MoreoverEach Lender, in respect for itself and on behalf of any pledge by of its Affiliates that enter into Swap Agreements with the Borrower, the Issuing Bank (and any such Canadian Credit Party Affiliate of the Issuing Bank that issues Letters of Credit) and any such debenturePerson (including any Lender) that makes available to the Borrower Permitted Additional Exit Facility Debt, bond or other title of indebtedness as security in respect of any Obligationshereby (i) irrevocably constitutes, to the extent necessary the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by the Borrower or any other Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of Borrower or any other Credit Party under any bond issued by the Borrower or any other Credit Party; and (ii) appoints and agrees that the Administrative Agent may act as the bondholder and mandatary with respect to any bond that may be issued and pledged from time to time for the benefit of the Lenders, the Persons that make available Permitted Additional Exit Facility Debt, the Issuing Bank and any Affiliate of the Issuing Bank that issues Letters of Credit and any Affiliates of the Lenders that enter into Swap Agreements. The constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) and the Administrative Agent as bondholder and mandatary with respect to any bond that may be issued and pledged from time to time for the benefit of the Lenders, the Persons that make available Permitted Additional Exit Facility Debt, the Issuing Bank and any Affiliate of the Issuing Bank that issues Letters of Credit and any Affiliates of the Lenders that enter into Swap Agreements shall be deemed to have been ratified and confirmed as follows: (i) by any assignee of a Lender (or an Issuing Bank and any Affiliate of the Issuing Bank that issues Letters of Credit), by the execution of an Assignment and Assumption; (ii) by any Person (including a Lender) that provides Permitted Additional Exit Facility Debt, by the execution of a supplemental agreement hereto; and (iii) by any Affiliate of a Lender that enters into Swaps Agreements, by the execution of the Swap Agreements. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Administrative Agent or the Collateral Agent may purchase, acquire and be the holder of any bond issued by the Borrower or any other Credit Party (i.e. the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Borrower or any Credit Party). The Borrower and each Credit Party hereby acknowledge that any such bond shall constitute a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The Collateral Agent herein appointed as fondé de pouvoir shall have the same rights, powerspowers and immunities as the Agents as stipulated herein, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in including under this AgreementSection 8, which shall apply mutatis mutandis. In Without limitation, the event provisions of Section 8.9 shall apply mutatis mutandis to the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act acting as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Tranche a Exit Facility Agreement (Microcell Telecommunications Inc)

Quebec Security. To Each of the extent parties hereto (including each Lender, acting for itself and on behalf of each of its Affiliates that are or become Secured Parties from time to time) confirms the appointment and designation of the Administrative Agent as the hypothecary representative for the present and future Secured Parties (in such capacity, the “Representative”), as contemplated by Article 2692 of the Civil Code of Québec, for the purposes of holding any Canadian Credit Party now security granted by the Foreign Loan Parties or in the future is required to grant security any one of them pursuant to the laws of the Province of Quebec. The execution by the Representative prior to the date hereof of any document creating or evidencing any such security for the benefit of any of the Secured Parties is hereby ratified and confirmed. Each future Secured Party, each Agent whether a Lender or a holder of any Obligation, shall be deemed to have ratified and confirmed (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future each of its Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints Secured Parties from time to time) the Collateral appointment of the Administrative Agent to act as the holder Representative. The Representative shall (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted hereunder, all rights and remedies given to the Representative pursuant to any hypothec, pledge, applicable law or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent, mutatis mutandis, including all such provisions with respect to the liability or responsibility to an indemnification by the Secured Parties, and (c) be entitled to delegate from time to time any of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 its powers or duties under any hypothec or pledge on such terms and conditions as it may determine from time to time. The substitution or replacement of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Administrative Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws provisions hereof shall also constitute the substitution or replacement of the Province of QuebecRepresentative. The new Representative, is hereby ratified without further act, shall then be vested and confirmed. Any person who becomes a Lenderhave all the rights, Issuing Bank, an Agent or a Lender Counterparty powers and authorities granted to the Representative hereunder and shall be deemed subject in all respects to have consented the terms, conditions and provisions hereof, to and ratified the foregoing appointment of each of the Collateral Agent same extent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when if originally acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other LenderRepresentative hereunder.

Appears in 1 contract

Samples: Credit Agreement (Avaya Inc)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Administrative Agent or the Collateral Agent, or any Canadian other Person acting as an agent or mandatary for such Agents hereunder or under any of the other Financing Documents, the Borrower and the Parent hereby acknowledge that, for purposes of holding any security granted by any Credit Party now or in the future is required to grant security on property pursuant to the laws of the Province of QuebecQuebec to secure obligations of the Borrower or any other Credit Party under any bond or other title of indebtedness issued by the Borrower or any other Credit Party, each Agent (other than the Collateral AgentAgent shall be the holder of an irrevocable power of attorney (fonde de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) for (i) all present and future Creditors, including any Lender or Person that makes available to the Borrower any Additional Loans and the Issuing Bank (as defined in the Tranche A Exit Facility Agreement) and any Affiliate of the Issuing Bank that issues letters of credit, and (ii) any Affiliate of any Tranche A Lender acting that may from time to time enter into Swap Agreements with the Borrower and in particular, for itself all present and future holders of any such bond or other title of indebtedness. Each Creditor, for itself, and in respect of the Tranche A Lenders and the Issuing Bank (as defined in the Tranche A Exit Facility Agreement) and any Affiliate of the Issuing Bank that issues letters of credit, and on behalf of all present any of its Affiliates that enter into Swap Agreements with the Borrower and future Affiliates of such Agent or Lender any Persons that are or become a Lender Counterpartymake available Additional Loans, hereby (i) irrevocably authorizes and appoints constitutes, to the extent necessary the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé fonde de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold hypothecs and security granted by the Borrower or any hypothec granted under other Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of the Borrower or any other Credit Party under any bond or other title of indebtedness issued by the Borrower or any other Credit Party; and (ii) appoints and agrees that the applicable Administrative Agent may act as security for the bondholder and mandatary with respect to any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and pledged from time to exercise such rights and duties as are conferred upon a fondé de pouvoir under time for the relevant deed benefit of hypothec and applicable laws the Creditors, (with including any Persons that become Tranche A Lenders pursuant to the power to delegate any such rights or duties). Moreover, in respect extension of any pledge by Additional Loans), any Affiliates of the Tranche A Lenders that enter into Swap Agreements and the Issuing Bank and any Affiliate of the Issuing Bank that issues letters of credit. The constitution of the Collateral Agent as the holder of such Canadian Credit Party irrevocable power of attorney (fonde de pouvoir) and the applicable Administrative Agent as bondholder and mandatary with respect to any such debenture, bond or other title of indebtedness as security in respect of that may be issued by any Obligations, the Collateral Agent shall also be authorized Credit Party and pledged from time to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee time for the benefit of the AgentsCreditors, the Persons (including any Lenders) that make available Additional Loans, any Affiliates of the Tranche A Lenders that enter into Swap Agreements and the Issuing Bank and any Affiliate of the Issuing Bank that issues letters of credit shall be deemed to have been ratified and confirmed as follows: (i) by any assignee of a Creditor or of the Issuing Bank and any Affiliate of the Issuing Bank that issues letters of credit, by the execution of an Assignment and Assumption under the relevant Restated Debt Instruments; (ii) by any Person that provides Additional Loans, by the execution of a supplemental agreement to the relevant Restated Debt Instruments; and (iii) by any Affiliate of a Tranche A Lender Counterpartiesthat enters into a Swap Agreement, by the whole notwithstanding execution of the relevant Swap Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec). The execution prior to , the date hereof by Administrative Agent or the Collateral Agent may purchase, acquire and be the holder of any bond or other title of indebtedness issued by the Borrower or any other Credit Party (i.e. the fonde de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Borrower or other security documents made pursuant to the laws any Credit Party). The Borrower and each Credit Party hereby acknowledge that any such bond shall constitute a title of indebtedness, as such term is used in Article 2692 of the Province Civil Code of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the The Collateral Agent herein appointed as fondé fonde de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), pouvoir shall have the same rights, powerspowers and immunities as the Agents as stipulated herein, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in including under this AgreementSection 3, which shall apply mutatis mutandis. In Without limitation, the event provisions of Section 3.10 shall apply mutatis mutandis to the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act acting as the holder of an irrevocable power of attorney (fondé fonde de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Loan Agreement (Microcell Telecommunications Inc)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Agent or any Canadian other Person acting as an agent or mandatary for the Agent hereunder or under any of the other Loan Documents, the Borrowers hereby acknowledge that, for purposes of holding any security granted by the Borrowers or any other Credit Party now or in the future is required to grant security on property pursuant to the laws of the Province of Quebec to secure obligations of the Borrowers or any other Credit Party under any bond or debenture, CIT shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of the Civil Code of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates Lenders, Canadian Issuing Banks and U.S. Issuing Banks and in particular for all present and future holders of any such Agent bond or Lender that are or become a Lender Counterpartydebenture. Each Lender, Canadian Issuing Bank and U.S. Issuing Bank hereby irrevocably authorizes and appoints constitutes, to the Collateral Agent to act extent necessary, CIT as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by the Borrowers or any hypothec granted under the laws of other Credit Party in the Province of Quebec as security for to secure the obligations of the Borrowers or any debenture, other Credit Party under any bond or other title debenture. Each assignee of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Canadian Issuing Bank, an Agent or a Lender Counterparty Bank and U.S. Issuing Bank shall be deemed to have consented to confirmed and ratified the foregoing appointment constitution of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting CIT as the holder of an such irrevocable power of attorney (fondé de pouvoir) by execution of an Assignment and Assumption or any other document pursuant to which they become a party to this Agreement. Notwithstanding the provisions of section 32 of the An Act respecting the special powers of legal persons (Quebec), CIT may acquire and be the holder of any bond or debenture. The Borrowers hereby acknowledge that such bond or debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The execution by CIT as fondé de pouvoir of any deeds of hypothec or other documents prior to the date hereof is hereby ratified and confirmed. Each Lender, Canadian Issuing Bank and U.S. Issuing Bank also agree that the Agent may hold any bond or debenture issued by the Borrowers or any other Credit Party, including as named bondholder or debentureholder or as pledge on their behalf in accordance with Article 2705 of the Civil Code of Quebec. CIT acting as fondé de pouvoir shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandismutandis to CIT acting as fondé de pouvoir. In Without limitation, the event provisions of this Section 8.16 shall apply mutatis mutandis to the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act to CIT acting as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Credit Agreement (Catalyst Paper Corp)

Quebec Security. To (a) For greater certainty, and without limiting the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws powers of the Province of QuebecCanadian Collateral Trustee, each Agent (other than of the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, Holders hereby irrevocably authorizes and appoints the Collateral Agent constitutes, and, by becoming a Holder, shall be deemed to act have constituted, BNY Trust Company of Canada as the holder of an irrevocable power of attorney (fondé de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold hypothecs and security granted by any hypothec granted under Issuer or Guarantor on property pursuant to the laws of the Province of Quebec Québec in order to secure obligations of any Issuer or Guarantor under any Note or any bond, debenture or similar title of indebtedness, issued by any Issuer or Guarantor, and hereby agrees that the Canadian Collateral Trustee may act as security for the noteholder, bondholder and mandatary (i.e. agent) with respect to any debentureshares, bond capital stock or other securities or any Note or any bond, debenture or similar title of indebtedness that may be issued by any Issuer or Guarantor and pledged in favour of the Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). MoreoverCollateral Trustee, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders Holders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec)Canadian Collateral Trustee. The execution by BNY Trust Company of Canada, acting as fondé de pouvoir, noteholder, bondholder and mandatary, prior to the date hereof by the Collateral Agent this Indenture of any deed deeds of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes For greater certainty, each Holder, by its acceptance of a LenderNote and the benefits of this Indenture, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to confirmed and ratified the foregoing appointment of each constitution of the Canadian Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting Trustee as the holder of an the irrevocable power of attorney (fondé de pouvoir) described herein. (b) Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Québec), the Canadian Collateral Trustee may acquire and be the holder of any Note or bond or debenture issued by any Issuer or Guarantor (i.e. the fondé de pouvoir may acquire and hold the first Note, bond or debenture issued under any deed of hypothec by any Issuer or Guarantor). (c) The constitution of BNY Trust Company of Canada as fondé de pouvoir, and as noteholder, bondholder and mandatary with respect to any Note or any bond, debenture, shares, capital stock or other securities that may be issued and pledged from time to time to the Canadian Collateral Trustee for the benefit of the Holders, shall be deemed to have been ratified and confirmed by each Person that accepting an assignment of, a participation in or an arrangement in respect of, all of any portion of any rights and obligations under the Notes by the execution of an assignment agreement, or other agreement pursuant to which it becomes a Holder and by each successor Canadian Collateral Trustee by the execution of an assignment agreement or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Canadian Collateral Trustee under this Indenture. (d) BNY Trust Company of Canada acting as fondé de pouvoir shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Canadian Collateral Agent Trustee in this Agreement or the Intercreditor Agreement, which shall apply mutatis mutandis. In the event mutandis to BNY Trust Company of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act Canada acting as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Indenture (PRETIUM CANADA Co)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Administrative Agent or the Collateral Agent, or any Canadian other Person acting as an agent or mandatary for such agents hereunder or under any of the other Financing Documents, the Borrower and the Parent hereby acknowledge that, for purposes of holding any security granted by any Credit Party now or in the future is required to grant security on property pursuant to the laws of the Province of QuebecQuebec to secure obligations of the Borrower or any other Credit Party under any bond issued by the Borrower or any other Credit Party, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders, and in order to hold any hypothec granted under the laws of the Province of Quebec as security particular for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party all present and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party future holders of any such debenturebond. Each Lender hereby: (i) irrevocably constitutes, bond or other title of indebtedness as security in respect of any Obligationsto the extent necessary, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by the Borrower or any other Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of Borrower or any other Credit Party under any bond issued by the Borrower or any other Credit Party; and (ii) appoints and agrees that the Administrative Agent may act as the bondholder and mandatary with respect to any bond that may be issued by the Borrower or any Credit Party and pledged in their favour from time to time. Each assignee of a Lender shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) and shall be deemed to have confirmed and ratified the constitution and the Administrative Agent as bondholder and mandatary with respect to any bond that may be issued by the Borrower or any Credit Party and pledged from time to time in their favour by the execution of an Assignment and Assumption. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Administrative Agent may acquire and be the holder of any bond issued by the Borrower or any other Credit Party (i.e. the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Borrower or any Credit Party). The Borrower and each Credit Party hereby acknowledge that such bond constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The Collateral Agent herein appointed as fondé de pouvoir shall have the same rights, powerspowers and immunities as the Agents as stipulated herein, immunities, indemnities including under this Section 8 and exclusions from liability as are prescribed in favour of the Collateral Agent in this AgreementSection 9, which shall apply mutatis mutandis. In Without limitation, the event provisions of Section 8.9 shall apply mutatis mutandis to the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act acting as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Tranche C Credit Agreement (Microcell Telecommunications Inc)

Quebec Security. To For the extent that any Canadian Credit Party now or in purposes of the future is required to grant of security pursuant to under the laws of the Province of QuebecQuebec which may now or in the future be required to be provided by any Note Party, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent is hereby irrevocably authorized and appointed to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Note Party pursuant to a deed of hypothec and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Note Party of any such debenture, bond or other title of indebtedness as security in respect for any of any the Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian mandatary and pledgee for its own account and for the benefit of the Agents, the Lenders and the Lender Counterpartiesall Purchasers, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Purchaser or successor Collateral Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, pouvoir and as agent and mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such personNote Parties. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the successor to the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender This provision shall be liable for governed and construed in accordance with the acts or omissions of, or (except as otherwise set forth herein in case laws of the Administrative Agent) authorized to act for, any other LenderProvince of Quebec.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cipher Pharmaceuticals Inc)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Collateral Agent or any Canadian Credit Party now other Person acting as an agent or in mandatory for the future is required to grant Collateral Agent hereunder or under any of the other Loan Documents, each Lender hereby acknowledges that, for purposes of holding any security granted by any of the Borrowers on property pursuant to the laws of the Province of QuebecQuebec to secure obligations of such Borrower under any debenture, each Agent (bond or other than title of indebtedness issued by a Borrower, the Collateral AgentAgent shall be the holder of an irrevocable power of attorney (fondé de pouvoir) and Lender acting (within the meaning of the Civil Code of Quebec) for itself and on behalf of all present and future Affiliates Lenders, and in particular for all present and future holders of such Agent any debenture, bond or other title of indebtedness issued by a Borrower. Each Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints constitutes, to the extent necessary, the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any hypothec granted under the laws of Borrower in the Province of Quebec as security for to secure the obligations of such Borrower under any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party a Borrower and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed pledged in favor of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the AgentsLenders. Each assignee of a Lender shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the Assignment and Acceptance. The execution by the Collateral Agent, the Lenders acting as fondé de pouvoir and the Lender Counterpartiesmandatory, the whole notwithstanding prior to this Agreement, of any deeds of hypothec or other security documents is hereby ratified and confirmed. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec). The execution prior to the date hereof by , the Collateral Agent may acquire and be the holder of any debenture, bond or other title of indebtedness issued under any deed of hypothec or other security documents made pursuant to the laws and issue of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each bonds executed by any Borrower in favor of the Collateral Agent as fondé de pouvoir. Each Borrower hereby acknowledges that such debenture or bond constitutes a title of indebtedness, agent, mandatary and custodian on behalf as such term is used in Article 2692 of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such personCivil Code of Quebec. For greater certainty, the The Collateral Agent, when acting as the holder holding of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour favor of the Collateral Agent in this the Agreement, which shall apply mutatis mutandis. In Without limitation, the event provisions of Section 8.6 of this Agreement shall apply mutatis mutandis to the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act acting as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Credit Agreement (Owens-Illinois Group Inc)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Administrative Agent or the Collateral Agent, or any Canadian other Person acting as an agent or mandatary for such agents hereunder or under any of the other Financing Documents, the Borrower and the Parent hereby acknowledge that, for purposes of holding any security granted by any Credit Party now or in the future is required to grant security on property pursuant to the laws of the Province of QuebecQuebec to secure obligations of the Borrower or any other Credit Party under any bond issued by the Borrower or any other Credit Party, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders, and in order to hold any hypothec granted under the laws of the Province of Quebec as security particular for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party all present and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party future holders of any such debenturebond. Each Lender hereby: (i) irrevocably constitutes, bond or other title of indebtedness as security in respect of any Obligationsto the extent necessary, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by the Borrower or any other Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of Borrower or any other Credit Party under any bond issued by the Borrower or any other Credit Party; and (ii) appoints and agrees that the Administrative Agent may act as the bondholder and mandatary with respect to any bond that may be issued by the Borrower or any Credit Party and pledged in their favour from time to time. Each assignee of a Lender shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) and shall be deemed to have confirmed and ratified the constitution and the Administrative Agent as bondholder and mandatary with respect to any bond that may be issued by the Borrower or any Credit Party and pledged from time to time in their favour by the execution of an Assignment and Assumption. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Administrative Agent may acquire and be the holder of any bond issued by the Borrower or any other Credit Party (i.e. the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Borrower or any Credit Party). The Borrower and each Credit Party hereby acknowledge that such bond constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. The Collateral Agent herein appointed as fondé de pouvoir shall have the same rights, powerspowers and immunities as provided under the Intercreditor Agreement. Without limitation, immunities, indemnities and exclusions from liability as are prescribed in favour the provisions of the Collateral Agent in this Agreement, which Section 8.9 shall apply mutatis mutandis. In the event of mutandis to the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act acting as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Tranche B Credit Agreement (Microcell Telecommunications Inc)

Quebec Security. To For greater certainty, and without limiting the extent powers of the Agent hereunder or under any of the other Loan Documents, each of the Lenders hereby acknowledges that the Agent shall, for purposes of holding any Canadian Credit Party now or in security granted by the future is required to grant security Borrower on the Borrower's property pursuant to the laws of the Province of QuebecQuebec to secure payment of any bond (the "Bond"), each Agent be the holder of an irrevocable power of attorney (other than FONDE DE POUVOIR) (within the Collateral Agentmeaning of the CIVIL CODE OF QUEBEC) and Lender acting for itself and on behalf of all present and future Affiliates Lenders and in particular for all present and future holders of such the Bond. Each of the Agent or Lender that are or become a Lender Counterparty, and the Lenders hereby irrevocably authorizes and appoints constitutes, to the Collateral extent necessary, the Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoirFONDE DE POUVOIR) (within the meaning of Article 2692 of the Civil Code of QuebecCIVIL CODE OF QUEBEC) in order to hold any hypothec security granted under by the laws of Borrower in the Province of Quebec to secure the Bond. Each Lender hereby further constitutes and appoints the Agent as security mandatary in order to hold the Bond for any debenture, bond or other title and on behalf of indebtedness that may the Lenders. Each eligible assignee hereunder shall be issued deemed to have confirmed and ratified the constitution of the Agent as the holder of such irrevocable power of attorney (FONDE DE POUVOIR) and the constitution and appointment of the Agent as mandatary to hold the Bonds for and on behalf of the Lender by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the execution of the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties)Assignment Agreement. Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons AN ACT RESPECTING THE SPECIAL POWERS OF LEGAL PERSONS (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as Agent may acquire and be the holder of an irrevocable power the Bond. The Borrower hereby acknowledges that the Bonds constitute a title of attorney (fondé de pouvoir)indebtedness, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed such term is used in favour Article 2692 of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other LenderCIVIL CODE OF QUEBEC.

Appears in 1 contract

Samples: Revolving Credit Agreement (United Stationers Supply Co)

Quebec Security. To For greater certainty, and without limiting the extent that powers of the Collateral Agent or any Canadian Credit Party now other Person acting as an agent or in mandatary for the future is required to grant Collateral Agent hereunder or under any of the other Loan Documents, each Lender hereby acknowledges that, for purposes of holding any security granted by any of the Borrowers on property pursuant to the laws of the Province of QuebecQuebec to secure obligations of such Borrower under any debenture, each Agent (bond or other than title of indebtedness issued by a Borrower, the Collateral AgentAgent shall be the holder of an irrevocable power of attorney (fondé de pouvoir) and Lender acting (within the meaning of the Civil Code of Quebec) for itself and on behalf of all present and future Affiliates Lenders, and in particular for all present and future holders of such Agent any debenture, bond or other title of indebtedness issued by a Borrower. Each Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints constitutes, to the extent necessary, the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any hypothec granted under the laws of Borrower in the Province of Quebec as security for to secure the obligations of such Borrower under any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party a Borrower and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed pledged in favour of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the AgentsLenders. Each assignee of a Lender shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the Assignment and Acceptance. The execution by the Collateral Agent, the Lenders acting as fondé de pouvoir and the Lender Counterpartiesmandatary, the whole notwithstanding prior to this Agreement, of any deeds of hypothec or other security documents is hereby ratified and confirmed. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec). The execution prior to the date hereof by , the Collateral Agent may acquire and be the holder of any debenture, bond or other title of indebtedness issued under any deed of hypothec or other security documents made pursuant to the laws and issue of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each bonds executed by any Borrower in favour of the Collateral Agent as fondé de pouvoir. Each Borrower hereby acknowledges that such debenture or bond constitutes a title of indebtedness, agent, mandatary and custodian on behalf as such term is used in Article 2692 of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such personCivil Code of Quebec. For greater certainty, the The Collateral Agent, when acting as the holder holding of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this the Agreement, which shall apply mutatis mutandis. In Without limitation, the event provisions of Section 8.6 of this Agreement shall apply mutatis mutandis to the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act acting as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Credit Agreement (Owens Illinois Group Inc)

Quebec Security. To For greater certainty, and without limiting the extent powers of the Collateral Agent hereunder or under any of the other Credit Documents, each Canadian Revolving Borrower and the Canadian Incremental Term Loan Borrower hereby acknowledges that the Collateral Agent shall, for purposes of holding any security granted by such Canadian Credit Party now Revolving Borrower, the Canadian Incremental Term Loan Borrower or in the future is required to grant security by any of their respective Subsidiaries on property pursuant to the laws of the Province of Quebec to secure Obligations of such Canadian Revolving Borrower, the Canadian Incremental Term Loan Borrower or such Subsidiary under any bond or debenture (the "Quebec Secured Obligations"), be the holder of an irrevocable power of attorney (fonde de pouvoir) (within the meaning of the Civil Code of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates holders of such Agent any bond or Lender debenture. Each of the Lenders, for itself and for all present and future affiliates that are or may become a Lender Counterparty, Secured Creditor and each Agent hereby irrevocably authorizes and appoints constitutes, to the extent necessary, the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé fonde de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any hypothec granted under of the laws Canadian Revolving Borrowers, the Canadian Incremental Term Loan Borrower or by any of their respective Subsidiaries in the Province of Quebec as security to secure the Quebec Secured Obligations. Each assignee (for any debenture, bond or other title itself and for all present and future affiliates) of indebtedness that may a Lender and each Agent shall be issued by any Canadian Credit Party deemed to have confirmed and to exercise such rights and duties as are conferred upon a fondé de pouvoir under ratified the relevant deed constitution of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold as the holder of such debenture, bond irrevocable power of attorney (fonde de pouvoir) by execution of the relevant Assignment and Assumption Agreement or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding relevant documentation. Notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers special powers of Legal Persons legal persons (Quebec). The execution prior to the date hereof by , the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified may acquire and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power any bond or debenture. Each Canadian Revolving Borrower and the Canadian Incremental Term Loan Borrower hereby acknowledges that such bond or debenture constitutes a title of attorney (fondé de pouvoir)indebtedness, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed such term is used in favour Article 2692 of the Collateral Agent in this Agreement, which shall apply mutatis mutandisCivil Code of Quebec." 79. In the event Section 12.04(b) of the resignation and appointment Credit Agreement is hereby amended by (i) inserting the text "(or the Dollar Equivalent thereof in the case of a successor Collateral Agent, such successor Alternate Currency Incremental Term Loans)" immediately after the text "$1,000,000" appearing in clause )(y) of the Collateral Agent shall also act as first sentence of said Section, (ii) inserting the holder text "and/or Canadian Revolving Loan Commitments" immediately after the text "Revolving Loan Commitments" appearing in clause (iii) of an irrevocable power the second proviso contained in said Section, (iii) deleting the text "and" appearing immediately after clause (iv) of attorney (fondé de pouvoir)the second proviso contained in said Section, and as agent, mandatary and custodian (iv) inserting the text "(vi) for the purposes set forth above. Without limiting the foregoingavoidance of doubt, none no assignment of such Lenders Canadian Incremental Term Loans or Canadian Incremental Term Loan Commitments shall have constitute or be deemed to have constitute a fiduciary relationship with any Lender. The Lenders are not partners or co-venturersnew obligation of the Canadian Incremental Term Loan Borrower as a result of such assignment, and (vii) prior to the occurrence of a Sharing Event, no Canadian Revolving Lender shall be liable for the acts may assign any portion of its Canadian Revolving Loan Commitment (or omissions of, or related Obligations) to any Person who is not a Canadian Resident" immediately after clause (except as otherwise set forth herein in case v) of the Administrative Agentsecond proviso contained in said Section. 80. Section 12.06(b) authorized to act forof the Credit Agreement is hereby amended by inserting the text "(or Face Amount, any other Lenderas applicable)" immediately after the text "principal" appearing in said definition.

Appears in 1 contract

Samples: Credit Agreement and Us Pledge Agreement (Silgan Holdings Inc)

Quebec Security. To the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws of the Province of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.. CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

Quebec Security. To Without limiting the extent powers of the Applicable Administrative Agent or “collateral agent” hereunder or under any of the other Loan Documents, each Lender (for its benefit and the benefit of its Affiliates), the L/C Issuer, the Applicable Administrative Agent and each other Agent (all such Lenders (for their benefit and the benefit of their respective Affiliates), the L/C Issuer, the Applicable Administrative Agent and the other Agents are collectively called, for purposes of this Section 9.12, the “Quebec Secured Parties”) hereby acknowledges and agrees that Barclays Bank PLC shall, for purposes of holding any security granted by any Canadian Credit Loan Party now or in the future is required to grant security by any Affiliate or Subsidiary of any Canadian Loan Party on property pursuant to the laws of the Province of Quebec to secure obligations of such Canadian Loan Party or such Affiliate or Subsidiary under any bond or debenture (the “Quebec Secured Obligations”), 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 Quebec Secured Parties and holders of any bond or debenture. Each of the Quebec Secured Parties, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of for all present and future Affiliates of such Agent or Lender that are or may become a Lender CounterpartyQuebec Secured Parties, hereby irrevocably authorizes and appoints constitutes, to the Collateral Agent to act extent necessary, Barclays Bank PLC as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by any hypothec granted under the laws of the Province Canadian Loan Parties or by any of their Affiliates or Subsidiaries to secure the Quebec as security for any debentureSecured Obligations. Furthermore, each of the Quebec Secured Parties hereby appoints Barclays Bank PLC to act in the capacity of the holder and depositary of such bond or other title of indebtedness that may be issued by any Canadian Credit Party debenture on its own behalf as Applicable Administrative Agent and to exercise such rights for and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec on behalf and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders all present and the Lender Counterparties, the whole notwithstanding the provisions future Quebec Secured Parties. Each assignee (for itself and for all present and future Affiliates) of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty Quebec Secured Party shall be deemed to have consented to confirmed and ratified the foregoing appointment of each constitution of the Collateral Applicable Administrative Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant Assignment and Assumption or other relevant documentation relating to such assignment. Notwithstanding the provisions of Section 32 of the “An Act respecting the special powers of legal persons” (Quebec), shall have the same rights, powers, immunities, indemnities Barclays Bank PLC may acquire and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as be the holder of an irrevocable power any bond or debenture. Each Canadian Borrower (on behalf of attorney (fondé de pouvoir)itself and the other Canadian Loan Parties) hereby acknowledges that such bond or debenture constitutes a title of indebtedness, and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein term is used in case Article 2692 of the Administrative Agent) authorized to act for, any other LenderCivil Code of Quebec.

Appears in 1 contract

Samples: Credit Agreement (Acco Brands Corp)

Quebec Security. To For the extent that any Canadian Credit Party now or in purposes of the future is required to grant of security pursuant to under the laws of the Province of QuebecQuebec which may now or in the future be required to be provided by the Company or any Subsidiary, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, Secured Party is hereby irrevocably authorizes authorized and appoints appointed by each of the Collateral Agent Buyers hereto to act as the holder of an irrevocable power of attorney (fondé de pouvoir) hypothecary representative (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Buyers (in such capacity, the “Hypothecary Representative”) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir the Hypothecary Representative under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent Secured Party in its capacity as the Hypothecary Representative of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person Person who becomes a Lender, Issuing Bank, an Agent Buyer or a Lender Counterparty successor Secured Party shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent Secured Party as fondé de pouvoir, agent, mandatary and custodian the Hypothecary Representative on behalf of all Agents, Issuing Banks, Lenders and the Lender CounterpartiesBuyers, including such personPerson and any Affiliate of such Person designated above as a Buyer. For greater certainty, the Collateral AgentSecured Party, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir)Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour favor of the Collateral Agent Secured Party in this Agreement, which shall apply mutatis mutandis. In the event of the resignation of the Secured Party (which shall include its resignation as the Hypothecary Representative) and appointment of a successor Collateral AgentSecured Party, such successor of the Collateral Agent Secured Party shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir)Hypothecary Representative, and as agent, mandatary and custodian for the purposes set forth contemplated above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

Appears in 1 contract

Samples: Securities Purchase Agreement (HEXO Corp.)

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