Québec Security. For the purposes of the grant of security under the laws of the Province of Quebec which may now or in the future be required to be provided by any Secured Party, the Administrative Agent is hereby irrevocably authorized and appointed by each of the other Secured Parties hereto to act as hypothecary representative (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Secured Parties (in such capacity, the “Hypothecary Representative”) in order to hold any hypothec granted under the laws of the Province of Quebec and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant deed of hypothec and applicable Laws (with the power to delegate any such rights or duties). The execution prior to the date hereof by the Administrator 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 who becomes a Secured Party or successor Administrative Agent shall be deemed to have consented to and ratified the foregoing appointment of the Administrative Agent as the Hypothecary Representative on behalf of all other Secured Parties, including such Person 121 and any Affiliate of such Person designated above as a Secured Party. For greater certainty, the Administrative Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Administrator in this Agreement, which shall apply mutatis mutandis. In the event of the resignation of the Administrator (which shall include its resignation as the Hypothecary Representative) and appointment of a successor Administrative Agent, such successor Administrator shall also act as the Hypothecary Representative, as contemplated above. 122
Québec Security. For the purposes of any hypothec or other security document granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness which may now or in the future be required to be provided by any Credit Party, the Collateral Agent is hereby irrevocably authorized and appointed by each of the Secured Parties and, if applicable, on behalf of any of its Affiliates which is a Secured Party, 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) to act on behalf of the present and future holders of any debenture, bond or other title of indebtedness 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 Credit Party of any such debenture, bond or other title of indebtedness as security for any obligations arising under the Credit Documents, the Collateral Agent 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 Secured Parties, 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 in its capacity as fondé de pouvoir 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 Secured Party or successor Collateral Agent shall be deemed to have consented to and ratified the foregoing appointment of the Collateral Agent as fondé de pouvoir, agent and mandatary on behalf of all Secured Parties, including such Person and any Affiliate of such Person designated above as a Secured Party. For greater certainty, the Collateral 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 of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation of the Collateral Agent and appointment of a successor Collateral Agent, such successor Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir).
Québec Security. Without limiting the generality of any provisions of this Agreement, each Lender hereby appoints and designates the Administrative Agent (or any successor thereto), as part of its duties as Administrative Agent, to act on behalf of each of the Lenders as the hypothecary representative within the meaning of article 2692 of the Civil Code of Québec in order to hold any hypothec granted under the laws of the Province of Québec as security for any of the Obligations pursuant to any Deed of Hypothec and to exercise such rights and duties as are conferred upon a hypothecary representative under the relevant Deed of Hypothec and applicable Laws (with the power to delegate any such rights or duties). Any Person who becomes a Lender or any successor Administrative Agent shall be deemed to have consented to and ratified the foregoing appointment of the Administrative Agent as hypothecary representative, on behalf of all Lenders. For greater certainty, the Administrative Agent, acting as hypothecary representative, 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.
Québec Security. For the purposes of holding any security granted by or to be granted by any of the Credit Parties pursuant to the laws of the Province of Québec, each of the parties hereto hereby appoints and designates JPMorgan Chase Bank, N.A. as the hypothecary representative (within the meaning of Article 2692 of the CCQ) for the Administrative Agent, the Issuing Banks, and all present and future Lenders and their Affiliates and the other Secured Parties. By executing an Assignment and Assumption, any future Lender (and their Affiliates) shall be deemed to ratify the appointment as hypothecary representative granted to JPMorgan Chase Bank, N.A. hereunder for and on behalf of the Administrative Agent, the Issuing Banks, all present and future Lenders and their Affiliates and the other Secured Parties. JPMorgan Chase Bank, N.A. agrees to act in such capacity. The execution prior to the date hereof by JPMorgan Chase Bank, N.A. in its capacity as hypothecary representative of any security pursuant to the laws of the Province of Québec is hereby ratified and confirmed. For greater certainty, JPMorgan Chase Bank, N.A., acting as hypothecary representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as prescribed in favour of the Administrative Agent in this Credit Agreement, which shall apply mutatis mutandis. In the event of the resignation or replacement and appointment of a successor Administrative Agent, such successor Administrative Agent shall also act as the hypothecary representative unless a hypothecary representative is otherwise appointed.
Québec Security. For the purposes of any hypothec granted under the laws of the Province of Quebec as security for the Obligations, which may now or in the future be required to be provided by any Credit Party, the Collateral Trustee is hereby irrevocably authorized and appointed by each of the Lenders, to act as the hypothecary representative (within the meaning of Article 2692 of the Civil Code of Québec) for all present and future Secured Parties (in such capacity, the “Hypothecary Representative”) in order to hold any hypothec granted under the laws of the Province of Quebec and to exercise such rights, powers and duties as are conferred upon a hypothecary representative under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). The execution prior to the date hereof by the Collateral Trustee in its capacity as 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 who becomes a Lender or successor Collateral Trustee shall be deemed to have consented to and ratified the foregoing appointment of the Collateral Trustee as Hypothecary Representative on behalf of all present and future Secured Parties, including such Person and any Affiliate of such Person designated above as a Secured Party. For greater certainty, the Collateral Trustee, acting as Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Collateral Trustee in this Agreement, which shall apply mutatis mutandis. In the event of the resignation of the Collateral Trustee (which shall include its resignation as Hypothecary Representative) and appointment of a successor Collateral Trustee, such successor Collateral Trustee shall also act as successor Hypothecary Representative for the purposes of each deed of hypothec or the security document without any further act or formality being required to effect such replacement.
Québec Security. For greater certainty and without limiting the powers of the Administrative Agent under this Agreement and the Loan Documents, each Lender hereby irrevocably (subject to Section 14.10) appoints and constitutes the Administrative Agent as 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 such Loan Party under any bond, debenture or similar title of indebtedness issued by such Loan Party, and further agrees that the Administrative Agent may act as the 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 a Loan Party or any other Person and pledged in favour of the Administrative Agent, for the benefit of the Lenders, in accordance with Article 2705 of the Civil Code of Québec. 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. Notwithstanding the provisions of section 32 of An Act respecting the special powers of legal persons (Québec), 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 by any Loan Party under any deed of hypothec granted by such Loan Party). 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 Lenders, 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 a Lender's rights and obligations under this Agreement and by each successor Administrative Agent hereunder. The Administrative Agent acting as fondé de pouvoir shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Administrative Agent in this Agreement, which shall apply mutatis mutandis to the Administrative Agent acting as fondé de pouvoir. Section ...
Québec Security. 183185 Section 9.14 ERISA Matters 184186 Section 9.15 Erroneous Payments 186188 ARTICLE X MISCELLANEOUS Section 10.01
Québec Security. The Company and the Guarantors hereby acknowledge that, for purposes of holding any security granted by the Company or any Guarantor on property pursuant to the laws of the Province of Québec to secure obligations of the Company or any Guarantor under any Note, 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 Québec) for the Trustee, all present and future Holders and all present and future holders of any such bond or debenture. The Trustee hereby constitutes 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 security granted by the Company and the Guarantors in the Province of Québec to secure the obligations of the Company or any Guarantor under any Note, bond or debenture issued by the Company or any Guarantor. Each Holder 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 holding, or accepting the benefit of, any Note. Notwithstanding the provisions of section 32 of the An Act respecting the special powers of legal persons (Québec), the 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 Québec. 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 Guarantor, including as named bondholder or debentureholder or as the Person holding on behalf of the Trustee and the Holders, in accordance with Article 2705 of the Civil Code of Québec, any bond or debenture pledged in favour of the Trustee and the Holders.
Québec Security. (a) For greater certainty, and without limiting the powers of the Administrative Agent or the Collateral Agent, each of the Secured Parties hereby irrevocably constitutes Citibank 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 other title of indebtedness, issued by any Loan Party, and hereby agrees that the Collateral Agent may act as the holder and mandatary (i.e. agent) with respect to any shares, capital stock or other securities or any bond, debenture or other title of indebtedness that may be issued by any Loan Party and pledged in favor of the Collateral Agent for the benefit of the Secured Parties. The execution by Citibank, acting as fondé de pouvoir and the Collateral Agent acting as mandatary prior to the execution of this Agreement or any Collateral Document of any deeds of hypothec or other security documents is hereby ratified and confirmed.
