Common use of Quebec Security Clause in Contracts

Quebec Security. (a) For greater certainty, and without limiting the powers of the Administrative Agent, each Lender hereby irrevocably constitutes the Administrative Agent 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 hypothecs and security granted by any Loan Party on property pursuant to the laws of the Province of Quebec in order to secure obligations of any Loan Party under any bond, debenture or similar title of indebtedness issued by any Loan Party, and hereby agrees that the Administrative Agent may act as a holder and mandatary (i.e., agent) with respect to any shares, Capital Stock or other securities or any bond, debenture or similar title of indebtedness that may be issued by any Loan Party and pledged in favor of the Administrative Agent, for the benefit of the Secured Parties. The execution by the Administrative Agent, acting as fondé de pouvoir and mandatary, prior to this Agreement of any deeds of hypothec or other security documents is hereby ratified and confirmed. (b) Notwithstanding the provisions of section 32 of An Act respecting the special powers of legal persons (Quebec), the Administrative Agent may acquire and be the holder of any bond or debenture issued by any Loan Party (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by any Loan Party). (c) The constitution of the Administrative Agent as fondé de pouvoir, and of the Administrative Agent as holder and mandatary with respect to any bond, debenture, shares, capital stock or other securities that may be issued and pledged from time to time to the Administrative Agent for the benefit of the Secured Parties, shall be deemed to have 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 Lender’s rights and obligations under this Agreement by the execution of an assignment, including an Assignment and Assumption or other agreement pursuant to which it becomes such assignee or participant, and by each successor Administrative Agent by the execution of an Assignment and Assumption or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Administrative Agent under this Agreement. (d) The Administrative Agent acting as fondé de pouvoir shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrative Agent in this Agreement, which shall apply mutatis mutandis to the Administrative Agent acting as fondé de pouvoir.

Quebec Security. (a) For greater certainty, and without limiting the powers of the Administrative Agent, each Lender of the Secured Parties hereby irrevocably constitutes the Administrative Agent MSSF 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 Loan Credit Party on property pursuant to the laws of the Province of Quebec in order to secure obligations of any Loan Credit Party under any bond, debenture or similar title of indebtedness indebtedness, issued by any Loan Credit Party, and hereby agrees that the Administrative Agent Agent, may act as a holder the bondholder and mandatary (i.e., i.e. agent) with respect to any shares, Capital Stock capital stock or other securities or any bond, debenture or similar title of indebtedness that may be issued by any Loan Credit Party and pledged in favor of the Administrative Agent, for the benefit of the Secured Parties. The execution by the Administrative AgentMSSF, acting as fondé de pouvoir and mandatary, prior to this the Credit Agreement of any deeds of hypothec or other security documents is hereby ratified and confirmed. (b) Notwithstanding the provisions of section Section 32 of An an Act respecting the special powers of legal persons (Quebec), the Administrative Agent may acquire and be the holder of any bond or debenture issued by any Loan Credit Party (i.e., i.e. the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by any Loan Credit Party). (c) The constitution of the Administrative Agent MSSF as fondé de pouvoir, and of the Administrative Agent as holder bondholder and mandatary with respect to any bond, debenture, shares, capital stock or other securities that may be issued and pledged from time to time to the Administrative Agent for the benefit of the Secured Parties, shall be deemed to have 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 Lender’s Secured Parties’ rights and obligations under this the Credit Agreement by the execution of an assignment, including an Assignment and Assumption Agreement or a joinder or other agreement pursuant to which it becomes such assignee or participant, and by each successor Administrative Agent by the execution of an Assignment and Assumption Agreement or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Administrative Agent under this the Credit Agreement. (d) The Administrative Agent acting MSSF as fondé de pouvoir shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrative Agent in this the Credit Agreement, which shall apply mutatis mutandis to the Administrative Agent MSSF acting as fondé de pouvoir.

Quebec Security. (a) For greater certainty, and without limiting the powers purposes of the Administrative Agentgrant of security under the laws of the Province of Quebec which may now or in the future be required to be provided by any Credit Party, each Lender the Agent is hereby irrevocably constitutes the Administrative Agent 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 hypothecs and security any hypothec granted by any Loan Party on property pursuant to under the laws of the Province of Quebec in order to secure obligations of as security for any Loan Party under any bonddebenture, debenture or similar title of indebtedness issued by any Loan Party, and hereby agrees that the Administrative Agent may act as a holder and mandatary (i.e., agent) with respect to any shares, Capital Stock bond or other securities or any bond, debenture or similar title of indebtedness that may be issued by any Loan such Credit Party pursuant to a deed of hypothec and pledged 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 favor respect of any pledge by any such Credit Party of any such debenture, bond or other title of indebtedness as security for any Obligations, the Administrative AgentAgent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent and pledgee for its own account and for the benefit of all or any of the Secured Parties. The execution by , the Administrative Agent, acting as fondé de pouvoir and mandatary, prior to this Agreement of any deeds of hypothec or other security documents is hereby ratified and confirmed. (b) Notwithstanding whole notwithstanding the provisions of section Section 32 of An Act respecting the special powers Special Powers of legal persons Legal Persons (Quebec), the Administrative . Any person who becomes a Secured Party or successor Agent may acquire and be the holder of any bond or debenture issued by any Loan Party (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by any Loan Party). (c) The constitution of the Administrative Agent as fondé de pouvoir, and of the Administrative Agent as holder and mandatary with respect to any bond, debenture, shares, capital stock or other securities that may be issued and pledged from time to time to the Administrative Agent for the benefit of the Secured Parties, shall be deemed to have been consented to and ratified and confirmed by each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any portion the foregoing appointment of any Lender’s rights and obligations under this Agreement by the execution of an assignment, including an Assignment and Assumption or other agreement pursuant to which it becomes such assignee or participant, and by each successor Administrative Agent by the execution of an Assignment and Assumption or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Administrative Agent under this Agreement. (d) The Administrative Agent acting as fondé de pouvoir and as agent and mandatary on behalf of the relevant Secured Parties. For greater certainty, the Agent, 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 favor favour of the Administrative Agent in this Agreement, which shall apply mutatis mutandis to mutandis. In the Administrative event of the resignation and appointment of a successor Agent, such successor Agent acting shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir).”

Quebec Security. (a) For greater certainty, and without limiting the powers of the Administrative AgentAgent or any other Person acting as an agent or mandatary for the Administrative Agent hereunder or under any of the other Loan Documents, each Lender Credit Party hereby acknowledges that, for purposes of holding any security granted by any Credit Party on property pursuant to the laws of the Province of Quebec to secure obligations of a Credit Party under any debenture, bond or other title of indebtedness issued by a Credit Party, the Administrative Agent shall 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 in particular for all present and future holders of any debenture, bond or other title of indebtedness issued by a Credit Party. Each Secured Party hereby irrevocably constitutes constitutes, to the extent necessary, the Administrative Agent 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 hypothecs and security granted by any Loan Credit Party on property pursuant to the laws of in the Province of Quebec in order to secure the obligations of any Loan such Credit Party under any bonddebenture, debenture or similar title of indebtedness issued by any Loan Party, and hereby agrees that the Administrative Agent may act as a holder and mandatary (i.e., agent) with respect to any shares, Capital Stock bond or other securities or any bond, debenture or similar title of indebtedness that may be issued by any Loan a Credit Party and pledged in favor favour of the Administrative Agent, Agent for the benefit of the Secured Parties. Each assignee of a Lender, Lender Affiliate, or Swap Bank shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of an Assignment and Assumption. Each assignee of an Issuing Bank shall be deemed to have confirmed and ratified the constitution of the Administrative Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by the execution of the assignment agreement contemplated in Section 2.19(i) hereof. The execution by the Administrative Agent, acting as fondé de pouvoir and mandatary, prior to this Agreement Agreement, of any deeds of hypothec or other security documents is hereby ratified and confirmed. (b) . Notwithstanding the provisions of section 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 debenture, bond or debenture issued by any Loan Party (i.e., the fondé de pouvoir may acquire and hold the first bond other title of indebtedness issued under any deed of hypothec and issue of bonds executed by any Loan Party). (c) The constitution Credit Party in favour of the Administrative Agent as fondé de pouvoir. Each Credit Party hereby acknowledges that such debenture or bond constitutes a title of indebtedness, and as such term is used in Article 2692 of the Civil Code of Quebec. The Administrative Agent Agent, acting as holder and mandatary with respect to any bond, debenture, shares, capital stock or other securities that may be issued and pledged from time to time to the Administrative Agent for the benefit of the Secured Parties, shall be deemed to have 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 Lender’s rights and obligations under this Agreement by the execution holding of an assignment, including an Assignment and Assumption or other agreement pursuant to which it becomes such assignee or participant, and by each successor Administrative Agent by the execution irrevocable power of an Assignment and Assumption or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Administrative Agent under this Agreement. attorney (d) The Administrative Agent acting as fondé de pouvoir pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor favour of the Administrative Agent in this the Agreement, which shall apply mutatis mutandis. Without limitation, the provisions of Section 8.9 of this Agreement shall apply mutatis mutandis to the resignation and appointment of a successor Administrative Agent Agent, acting as the holder of an irrevocable power of attorney (fondé de pouvoir).

Quebec Security. (a) For greater certainty, and without Without limiting the powers of the Administrative Agent, or any other Person acting as an agent or mandatary for such agents hereunder or under any of the other Loan Documents, each Lender Borrower hereby irrevocably constitutes acknowledges that, for purposes of holding any security granted by any Loan Party on property pursuant to the Laws of the Province of Quebec to secure obligations of such Borrower or any other Loan Party under any bond issued by such Borrower or any other Loan Party (as same may be amended, extended, renewed or replaced from time to time, the “Bonds”), the Administrative Agent Agent, acting as the “collateral agent” under the Loan Documents pursuant to Section 9.01(c), 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 Secured Parties and holders of the Bonds. The Administrative Agent, as the initial holders of the Bonds, and each Lender, for itself and on behalf of any of its Affiliates (i) to whom Cash Management Obligations are owed, or (ii) that are Hedge Banks and each other Secured Party, hereby (a) irrevocably constitutes, and ratifies the appointment of, to the extent necessary, the Administrative Agent, acting as the “collateral agent” under the Loan Documents pursuant to Section 9.01(c), 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 any Borrower or any other Loan Party on property pursuant to the laws Laws of the Province of Quebec in order to secure obligations of the Borrowers or any other Loan Party under any bond, debenture or similar title of indebtedness issued by any Loan Party, the Bonds; and hereby (ii) appoints and agrees that the Administrative Agent Agent, in such capacity, may act as a holder and mandatary (i.e., agent) with respect to any shares, Capital Stock or other securities or any bond, debenture or similar title of indebtedness that may be issued by any Loan Party and pledged in favor of the Administrative Agent, for the benefit of the Secured Parties. The execution by the Administrative Agent, acting as fondé de pouvoir and mandatary, prior to this Agreement of any deeds of hypothec or other security documents is hereby ratified and confirmed. (b) Notwithstanding the provisions of section 32 of An Act respecting the special powers of legal persons (Quebec), the Administrative Agent may acquire and be the holder of any bond or debenture issued by any Loan Party (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by any Loan Party). (c) The constitution of the Administrative Agent as fondé de pouvoir, and of the Administrative Agent as holder bondholder and mandatary with respect to any bond, debenture, shares, capital stock or other securities the Bonds that may be issued and pledged from time to time to the Administrative Agent for the benefit of the Secured Parties. The Administrative Agent agrees to act as such. The constitution of the Administrative Agent, acting as 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 Secured Parties shall be deemed to have been ratified and confirmed as follows: (i) by each Person accepting an assignment ofany assignee of a Lender, a participation in or an arrangement in respect of, all or any portion of any Lender’s rights and obligations under this Agreement by the execution of an assignment, including an Assignment and Assumption or other agreement pursuant to which it becomes such assignee or participant, and by each successor Administrative Agent by the execution of an Assignment and Assumption or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Administrative Agent under this Agreement. (d) The Administrative Agent acting as fondé de pouvoir shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrative Agent in this Agreement, which shall apply mutatis mutandis to the Administrative Agent acting as fondé de pouvoir.Assumption;

Quebec Security. (a) For greater certainty, and without limiting the powers purposes of the Administrative Agentgrant of security under the laws of the Province of Quebec which may now or in the future be required to be provided by any Credit Party, each Lender the Agent is hereby irrevocably constitutes the Administrative Agent 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 hypothecs and security any hypothec granted by any Loan Party on property pursuant to under the laws of the Province of Quebec in order to secure obligations of as security for any Loan Party under any bonddebenture, debenture or similar title of indebtedness issued by any Loan Party, and hereby agrees that the Administrative Agent may act as a holder and mandatary (i.e., agent) with respect to any shares, Capital Stock bond or other securities or any bond, debenture or similar title of indebtedness that may be issued by any Loan such Credit Party pursuant to a deed of hypothec and pledged 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 favor respect of any pledge by any such Credit Party of any such debenture, bond or other title of indebtedness as security for any Obligations, the Administrative AgentAgent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent and pledgee for its own account and for the benefit of all or any of the Secured Parties. The execution by , the Administrative Agent, acting as fondé de pouvoir and mandatary, prior to this Agreement of any deeds of hypothec or other security documents is hereby ratified and confirmed. (b) Notwithstanding whole notwithstanding the provisions of section Section 32 of An Act respecting the special powers Special Powers of legal persons Legal Persons (Quebec), the Administrative . Any person who becomes a Secured Party or successor Agent may acquire and be the holder of any bond or debenture issued by any Loan Party (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by any Loan Party). (c) The constitution of the Administrative Agent as fondé de pouvoir, and of the Administrative Agent as holder and mandatary with respect to any bond, debenture, shares, capital stock or other securities that may be issued and pledged from time to time to the Administrative Agent for the benefit of the Secured Parties, shall be deemed to have been consented to and ratified and confirmed by each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any portion the foregoing appointment of any Lender’s rights and obligations under this Agreement by the execution of an assignment, including an Assignment and Assumption or other agreement pursuant to which it becomes such assignee or participant, and by each successor Administrative Agent by the execution of an Assignment and Assumption or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Administrative Agent under this Agreement. (d) The Administrative Agent acting as fondé de pouvoir and as agent and mandatary on behalf of the relevant Secured Parties. For greater certainty, the Agent, 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 favor favour of the Administrative Agent in this Agreement, which shall apply mutatis mutandis to mutandis. In the Administrative event of the resignation and appointment of a successor Agent, such successor Agent acting shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir).

Quebec Security. (a) For greater certainty, and without limiting the powers purposes of the Administrative Agentgrant of security under the laws of the Province of Quebec which may now or in the future be required to be provided by any Loan Party, each Lender the Agent is hereby irrevocably constitutes the Administrative Agent 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 hypothecs and security any hypothec granted by any Loan Party on property pursuant to under the laws of the Province of Quebec in order to secure obligations of as security for any Loan Party under any bonddebenture, debenture or similar title of indebtedness issued by any Loan Party, and hereby agrees that the Administrative Agent may act as a holder and mandatary (i.e., agent) with respect to any shares, Capital Stock bond or other securities or any bond, debenture or similar title of indebtedness that may be issued by any such Loan Party pursuant to a deed of hypothec and pledged 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 favor respect of any pledge by any such Loan Party of any such debenture, bond or other title of indebtedness as security for any Obligations, the Administrative AgentAgent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent and pledgee for its own account and for the benefit of all or any of the Secured Credit Parties. The execution by , the Administrative Agent, acting as fondé de pouvoir and mandatary, prior to this Agreement of any deeds of hypothec or other security documents is hereby ratified and confirmed. (b) Notwithstanding whole notwithstanding the provisions of section Section 32 of An Act respecting the special powers Special Powers of legal persons Legal Persons (Quebec), the Administrative . Any person who becomes a Credit Party or successor Agent may acquire and be the holder of any bond or debenture issued by any Loan Party (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by any Loan Party). (c) The constitution of the Administrative Agent as fondé de pouvoir, and of the Administrative Agent as holder and mandatary with respect to any bond, debenture, shares, capital stock or other securities that may be issued and pledged from time to time to the Administrative Agent for the benefit of the Secured Parties, shall be deemed to have been consented to and ratified and confirmed by each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any portion the foregoing appointment of any Lender’s rights and obligations under this Agreement by the execution of an assignment, including an Assignment and Assumption or other agreement pursuant to which it becomes such assignee or participant, and by each successor Administrative Agent by the execution of an Assignment and Assumption or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Administrative Agent under this Agreement. (d) The Administrative Agent acting as fondé de pouvoir and as agent and mandatary on behalf of the relevant Credit Parties. For greater certainty, the Agent, 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 favor favour of the Administrative Agent in this Agreement, which shall apply mutatis mutandis to mutandis. In the Administrative event of the resignation and appointment of a successor Agent, such successor Agent acting shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir).”

Quebec Security. (a) For greater certaintyThe Company and the Guarantors hereby acknowledge that, and without limiting for purposes of holding any security granted by the powers Company or any Guarantor on property pursuant to the laws of the Administrative AgentProvince of Quebec to secure obligations of the Company or any Guarantor under any Note, each Lender bond or debenture, the Collateral Agent shall 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 the Trustee, all present and future Holders and all present and future holders of any such bond or debenture. The Trustee hereby irrevocably constitutes the Administrative 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 Quebec) in order to hold hypothecs and security granted by any Loan Party on property pursuant to the laws of Company and the Guarantors in the Province of Quebec in order to secure the obligations of the Company or any Loan Party Guarantor under any bondNote, bond or debenture or similar title of indebtedness issued by any Loan Party, and hereby agrees that the Administrative Agent may act as a holder and mandatary (i.e., agent) with respect to any shares, Capital Stock or other securities Company or any bond, debenture or similar title of indebtedness that may Guarantor. Each Holder shall be issued by any Loan Party deemed to have confirmed and pledged in favor ratified the constitution of the Administrative AgentCollateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by holding, for or accepting the benefit of the Secured Partiesof, any Note. The execution by the Administrative Agent, acting as fondé de pouvoir and mandatary, prior to this Agreement of any deeds of hypothec or other security documents is hereby ratified and confirmed. (b) Notwithstanding the provisions of section 32 of the An Act respecting the special powers of legal persons (Quebec), the Administrative Collateral Agent or the Trustee may acquire and be the holder of any such Note, bond or debenture. The Company hereby acknowledges that each of the Notes and any 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 the Collateral Agent as fondé de pouvoir of any deeds of hypothec or other documents prior to the Issue Date is hereby ratified and confirmed. The Company, the Guarantors, the Trustee and the Holders also agree that the Collateral Agent may hold any bond or debenture issued by the Company or any Loan Party (i.e.Guarantor, including as named bondholder or debentureholder or as the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by any Loan Party). (c) The constitution Person holding on behalf of the Administrative Agent as fondé de pouvoirTrustee and the Holders, and in accordance with Article 2705 of the Administrative Agent as holder and mandatary with respect to Civil Code of Quebec, any bond, debenture, shares, capital stock bond or other securities that may be issued and debenture pledged from time to time to the Administrative Agent for the benefit in favour of the Secured Parties, shall be deemed to have been ratified Trustee and confirmed by each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any portion of any Lender’s rights and obligations under this Agreement by the execution of an assignment, including an Assignment and Assumption or other agreement pursuant to which it becomes such assignee or participant, and by each successor Administrative Agent by the execution of an Assignment and Assumption or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Administrative Agent under this AgreementHolders. (d) The Administrative Agent acting as fondé de pouvoir shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrative Agent in this Agreement, which shall apply mutatis mutandis to the Administrative Agent acting as fondé de pouvoir.

Quebec Security. (a) For greater certainty, and without limiting the powers of the Administrative AgentAgents, each Lender hereby irrevocably constitutes the Administrative Collateral 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 Quebec) in order to hold hypothecs and security granted by any Loan Party on property pursuant to the laws of the Province of Quebec in order to secure obligations of any Loan Party under any bond, debenture or similar title of indebtedness indebtedness, issued by any Loan Party, and hereby agrees that the Administrative Collateral Agent may act as a holder and mandatary (i.e., agent) with respect to any shares, Capital Stock or other securities or any bond, debenture or similar title of indebtedness that may be issued by any Loan Party and pledged in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties. The execution by the Administrative Agent or the Collateral Agent, in each case acting as fondé de pouvoir and mandatary, prior to this Agreement of any deeds of hypothec or other security documents is hereby ratified and confirmed. (b) Notwithstanding the provisions of section 32 of An Act respecting the special powers of legal persons (Quebec), the Administrative Collateral Agent may acquire and be the holder of any bond or debenture issued by any Loan Party (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by any Loan Party). (c) The constitution of the Administrative Collateral Agent as fondé de pouvoir, and of the Administrative Collateral Agent as holder and mandatary with respect to any bond, debenture, shares, capital stock or other securities that may be issued and pledged from time to time to the Administrative Collateral Agent for the benefit of the Secured Parties, shall be deemed to have 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 Lender’s rights and obligations under this Agreement by the execution of an assignment, including an Assignment and Assumption or other agreement pursuant to which it becomes such assignee or participant, and by each successor Administrative Collateral Agent by the execution of an Assignment and Assumption or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Administrative Collateral Agent under this Agreement. (d) The Administrative Collateral Agent acting as fondé de pouvoir shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrative Collateral Agent in this Agreement, which shall apply mutatis mutandis to the Administrative Collateral Agent acting as fondé de pouvoir.