Common use of Quebec Security Clause in Contracts

Quebec Security. (a) For greater certainty, and without limiting the powers of any Agent, each of the Agents, the Lenders and the Fronting Banks, for themselves, and each Lender for each of its Affiliates, hereby irrevocably constitutes JPMorgan Chase Bank, N.A., Toronto Branch 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 Loan Party on property pursuant to the laws of the Province of Québec 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 JPMorgan Chase Bank, N.A., Toronto Branch may act as the bondholder and mandatary (i.e. agent) with respect to any bond, debenture or similar title of indebtedness that may be issued by any Loan Party and pledged in favour of JPMorgan Chase Bank, N.A., Toronto Branch, for the benefit of the Secured Parties. The execution by JPMorgan Chase Bank, N.A., Toronto Branch, acting as fondé de pouvoir, bondholder and mandatary, prior to the execution of 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 (Québec), JPMorgan Chase Bank, N.A., Toronto Branch may acquire and be the holder of any bond, debenture or similar title of indebtedness issued by any Loan Party (i.e. the fondé de pouvoir may acquire and hold the first bond, debenture or similar title of indebtedness issued under any deed of hypothec by any Loan Party). (c) The constitution of JPMorgan Chase Bank, N.A., Toronto Branch as fondé de pouvoir, and as bondholder and mandatary with respect to any bond, debenture, or similar title of indebtedness that may be issued and pledged from time to time to JPMorgan Chase Bank, N.A., Toronto Branch 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 Secured Parties’ rights and obligations under this Agreement by the execution of an assignment, including an Assignment and Acceptance, or other agreement pursuant to which it becomes such assignee or participant, and by each successor Agent by the execution of an Assignment and Acceptance or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Agent under this Agreement. (d) JPMorgan Chase Bank, N.A., Toronto Branch acting as fondé de pouvoir, bondholder or mandatary shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Agents in this Agreement, which shall apply mutatis mutandis to JPMorgan Chase Bank, N.A., Toronto Branch, acting as fondé de pouvoir, bondholder or mandatary.