Common use of Quebec Clause in Contracts

Quebec. For greater certainty, and without limiting the powers of the Agents or any other Person acting as an agent, attorney-in-fact or mandatary for the Agents under this Agreement or under any of the other Credit Documents, each Lender, hereby (a) irrevocably constitutes, to the extent necessary, the Canadian 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 Québec) for the purposes of holding any Liens, including hypothecs, granted or to be granted by any Credit Party on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of a Credit Party under any bond issued by a Credit Party; and (b) appoints and agrees that the Canadian Administrative Agent, acting as agent for the Lenders, 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 said constitution of the fondé de pouvoir (within the meaning of Article 2692 of the Civil Code of Quebec) as the holder of such irrevocable power of attorney and of the Canadian 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 shall be deemed to have been ratified and confirmed by any assignee by the execution of an Assignment and Acceptance. Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), the Canadian Administrative Agent may purchase, acquire and be the holder of any bond issued by any Credit Party. Each Credit Party hereby acknowledges 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 Canadian Administrative Agent herein appointed as fondé de pouvoir shall have the same rights, powers and immunities as the Agents as stipulated in this Article XII, which shall apply mutatis mutandis. Without limitation, the provisions of Section 12.9 of this Agreement shall apply mutatis mutandis to the resignation and appointment of a successor to the Canadian Administrative Agent acting as fondé de pouvoir.

Quebec. For greater certainty, and without limiting the powers of the Agents or any other Person acting as an agent, attorney-in-fact or mandatary for the Agents under this Agreement or under any of the other Credit Documents, each Lender, hereby (a) irrevocably constitutes, to the extent necessary, the Canadian 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 Québec) for the purposes of holding any Liens, including hypothecs, security granted or to be granted at any time by any Credit Canadian Loan Party on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of a Credit Party under any bond issued by a Credit Party; Quebec, each Lender hereby irrevocably authorizes and appoints the Administrative Agent (b) appoints and agrees that the Canadian Administrative Agentand, acting as agent for the Lenderspurposes of any existing security, may confirms the appointment of the Administrative Agent in its capacity as collateral agent) to 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 said constitution of the hypothecary representative (fondé de pouvoir pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) as for the Secured Parties (including for the holder of such irrevocable power any debenture, bond or other title of attorney and indebtedness issued by any Canadian Loan Party pursuant to the terms of any deed of hypothec) in order to hold any hypothec granted under the laws of the Province of Quebec (including as security for any such debenture, bond or other title of indebtedness issued by any Canadian Loan Party (or as security in respect of any Obligations)) and to exercise such rights and duties as are conferred upon a hypothecary representative (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 Loan Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Administrative Agent (in its capacity as bondholder collateral agent) shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and mandatary with respect to any bond that may be issued and pledged from time to time pledgee for the benefit of the Lenders shall be deemed to have been ratified and confirmed by any assignee by Secured Parties, the execution of an Assignment and Acceptance. Notwithstanding 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 Canadian date hereof by the Administrative Agent may purchase(or its predecessor in the capacity as collateral agent) of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, acquire is hereby ratified and confirmed. Any person who becomes a Secured Party shall be deemed to have consented to and ratified the foregoing appointment of the Administrative Agent as hypothecary representative (fondé de pouvoir), agent, mandatary and custodian on behalf of all Secured Parties (including for any holder of any such debenture, bond or other title of indebtedness issued by any Credit Canadian Loan Party), including such person. Each Credit Party hereby acknowledges that For greater certainty, the Administrative Agent, when acting as the hypothecary representative (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. In the event of the resignation and appointment of a successor Administrative Agent, such successor of the Administrative Agent shall also act as the hypothecary representative (fondé de pouvoir) without any such bond shall constitute further action or formality, other than the filing of a title notice of indebtedness, as such term is used replacement in the applicable Quebec Register in accordance with Article 2692 of the Civil Code of Quebec, and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, no Lender or Issuing Bank shall have or be deemed to have a fiduciary relationship with any other Lender or Issuing Bank. The Canadian Lenders and Issuing Banks are not partners or co-venturers, and no Lender or Issuing Bank shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent herein appointed as fondé de pouvoir shall have the same rightsAgent) authorized to act for, powers and immunities as the Agents as stipulated in this Article XII, which shall apply mutatis mutandis. Without limitation, the provisions of Section 12.9 of this Agreement shall apply mutatis mutandis to the resignation and appointment of a successor to the Canadian Administrative Agent acting as fondé de pouvoirany other Lender or Issuing Bank.

Quebec. For greater certainty, and without limiting the powers of the Agents Administrative Agent or any other Person acting as an agent, attorney-in-fact or mandatary for the Agents Administrative Agent under this Agreement or under any of the other Credit DocumentsLoan Document, each Lender, Lender and Administrative Agent hereby (a) irrevocably constitutes, to the extent necessary, the Canadian 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 Québec) for the purposes of holding any Liens, including hypothecs, granted or to be granted by any Credit Loan Party on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of a Credit Loan Party under any bond issued by a Credit Loan Party; and (b) appoints and agrees that the Canadian Administrative Agent, acting as agent for the Lenders, 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 LendersLenders the Administrative Agent. The said constitution of the Administrative Agent as fondé de pouvoir (holder of an irrevocable power of attorney within the meaning of Article 2692 of the Civil Code of QuebecQuébec) as the holder of such irrevocable power of attorney and of the Canadian Administrative Agent as bondholder and mandatary with respect to any such bond that may be issued and pledged from time to time for the benefit of the Lenders shall be deemed to have been ratified and confirmed by any assignee pursuant to Section 9.04 by the execution of an the applicable Assignment and AcceptanceAssumption. Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), the Canadian Administrative Agent may purchase, acquire and be the holder of any bond issued by any Credit Loan Party. Each Credit Loan Party hereby acknowledges that any such bond shall constitute a title of indebtedness, as such term is used in Article 2692 of the Civil Code of QuebecQuébec. The Canadian Administrative Agent herein appointed as fondé de pouvoir shall have the same rights, powers and immunities as of the Agents Administrative Agent as stipulated in this Article XIIVIII, which shall apply mutatis mutandis. Without limitation, the provisions of Section 12.9 Article VIII of this Agreement shall apply mutatis mutandis to the resignation and appointment of a successor to the Canadian Administrative Agent acting as fondé de pouvoir.

Quebec. For greater certainty, and without limiting the powers of the Agents or any other Person acting as an agent, attorney-in-fact or mandatary for the Administrative Agents under this Agreement or under any of the other Credit Loan Documents, each Lender, hereby (a) irrevocably constitutes, to the extent necessary, the Canadian Administrative Agent as the holder of an irrevocable power of attorney (fondé fonde de pouvoir within the meaning of Article 2692 of the Civil Code of QuébecQuebec) for the purposes of holding any Liens, including hypothecs, granted or to be granted by any Credit Party Borrower or any Guarantor on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of a Credit Party any Borrower or any Guarantor under any bond issued by a Credit Partyany Borrower or any Guarantor; and (b) appoints and agrees that the Canadian Administrative Agent, acting as agent for the relevant Lenders, 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 said constitution of the fondé fonde de pouvoir (within the meaning of Article 2692 of the Civil Code of Quebec) as the holder of such irrevocable power of attorney and of the Canadian 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 shall be deemed to have been ratified and confirmed by any assignee Assignee by the execution of an Assignment and Acceptance. Assumption; Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), or any other law, the Canadian Administrative Agent may purchase, acquire and be the holder of any bond issued by any Credit PartyBorrower or any Guarantor. Each Credit Party Borrower and each Guarantor hereby acknowledges 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 Canadian Administrative Agent herein appointed as fondé fonde de pouvoir shall have the same rights, powers and immunities as the Administrative Agents as stipulated in this Article XIIVIII, which shall apply mutatis mutandis. Without limitation, the provisions of Section 12.9 8.11 of this Agreement shall apply mutatis mutandis to the resignation and appointment of a successor to the Canadian Administrative Agent acting as fondé fonde de pouvoir.

Quebec. For greater certainty, and without limiting the powers of the Administrative Agents or any other Person acting as an agent, attorney-in-fact or mandatary for the Administrative Agents under this Agreement or under any of the other Credit Loan Documents, each Lender, hereby (a) irrevocably constitutes, to the extent necessary, the Canadian 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 Québec) for the purposes of holding any Liens, including hypothecs, granted or to be granted by either Borrower or any Credit other Loan Party on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of a Credit either Borrower or any other Loan Party under any bond issued by a Credit either Borrower or any other Loan Party; and (b) appoints and agrees that the Canadian Administrative Agent, acting as agent for the relevant Lenders, 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 said constitution of the fondé de pouvoir (within the meaning of Article 2692 of the Civil Code of Quebec) as the holder of such irrevocable power of attorney and of the Canadian 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 shall be deemed to have been ratified and confirmed by any assignee Assignee by the execution of an Assignment and AcceptanceAssumption. Notwithstanding the provisions of Section 32 of An Act respecting Respecting the special powers Special Powers of legal persons Legal Persons (Quebec), or any other law, the Canadian Administrative Agent may purchase, acquire and be the holder of any bond issued by either Borrower or any Credit other Loan Party. Each Credit Party Borrower and each Guarantor hereby acknowledges 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 Canadian Administrative Agent herein appointed as fondé de pouvoir shall have the same rights, powers and immunities as the Administrative Agents as stipulated in this Article XIIIX, which shall apply mutatis mutandis. Without limitation, the provisions of Section 12.9 of this Agreement Article IX shall apply mutatis mutandis to the resignation and appointment of a successor to the Canadian Administrative Agent acting as fondé de pouvoir.

Quebec. (a) For greater certainty, and without limiting the powers of the Agents or any other Person acting as an agent, attorney-in-fact or mandatary for the Agents under this Agreement or under any of the other Credit Documents, each Lender, hereby (a) irrevocably constitutes, to the extent necessary, the Canadian 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 Québec) for the purposes of holding any Liens, including hypothecs, granted or to be granted by any Credit Party on movable or immovable property pursuant to the laws of the Province of Quebec to secure obligations of a Credit Party under any bond issued by a Credit Party; and (b) appoints and agrees that the Canadian Administrative Agent, acting as agent for the Lenders, 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 said constitution of the fondé de pouvoir (within the meaning of Article 2692 of the Civil Code of Quebec) as the holder of such irrevocable power of attorney and of the Canadian Administrative Agent as bondholder and mandatary with respect to any bond that may be issued 119 and pledged from time to time for the benefit of the Lenders shall be deemed to have been ratified and confirmed by any assignee by the execution of an Assignment and Acceptance. Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), the Canadian Administrative Agent may purchase, acquire and be the holder of any bond issued by any Credit Party. Each Credit Party hereby acknowledges 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 Canadian Administrative Agent herein appointed as fondé de pouvoir shall have the same rights, powers and immunities as the Agents as stipulated in this Article XII, which shall apply mutatis mutandis. Without limitation, the provisions of Section 12.9 of this Agreement shall apply mutatis mutandis to the resignation and appointment of a successor to the Canadian Administrative Agent acting as fondé de pouvoir.