Quebec Security Documents Sample Clauses
The Quebec Security Documents clause defines the requirements and procedures for creating, registering, and maintaining security interests in assets located in Quebec. This clause typically outlines the specific forms, filings, and legal steps necessary to ensure that security interests are valid and enforceable under Quebec law, which may differ from other provinces due to Quebec's civil law system. Its core function is to ensure that lenders or secured parties have a legally recognized claim over collateral in Quebec, thereby reducing the risk of unenforceable security interests and ensuring compliance with local legal requirements.
Quebec Security Documents. (a) Without limiting the powers of Agent or any other Person acting as an agent or mandatary for Agent hereunder or under any other Financing Agreements, each Borrower and Guarantor hereby acknowledges that, for purposes of holding any hypothecs and security granted by such Borrower or Guarantor on property pursuant to the laws of the Province of Quebec to secure obligations of such Borrower or Guarantor under any debenture or bond issued by such Borrower or Guarantor, Agent shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of the Civil Code of Quebec) for the Secured Parties, including without limitation, all present and future Lenders and any Affiliate of a Lender, and in particular for all present and future holders of any such debenture or bond. The Secured Parties hereby: (i) irrevocably constitute, to the extent necessary, 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 a Borrower or Guarantor on property pursuant to the laws of the Province of Quebec to secure the obligations of such Borrower or Guarantor under any debenture or bond issued by such Borrower or Guarantor; and (ii) appoint and agree that Agent may act as the bondholder and mandatary (i.e. agent) with respect to any debenture or bond that may be issued by a Borrower or Guarantor and pledged in its favor from time to time. The execution by 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), Agent may acquire and be the holder of any debenture or bond issued by a Borrower or Guarantor (i.e. the fondé de pouvoir may acquire and hold the first debenture or bond issued under any deed of hypothec by a Borrower or Guarantor). Each Borrower and Guarantor hereby acknowledges that such debenture or bond constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec.
(c) The constitution of Agent as fondé de pouvoir and as bondholder and mandatary with respect to any bond that may be issued and pledged from time to time to Agent for the benefit of the Secured Parties shall be deemed to have been ratified and confirmed by each Person accepting an assignme...
Quebec Security Documents. As part of its duties as the Administrative Agent hereunder, the Administrative Agent is hereby appointed and shall serve as the hypothecary representative for all present and future Secured Parties as contemplated by Article 2692 of the Civil Code of Québec for any hypothec granted by a Borrower or Guarantor as security for any Obligation. The constitution of the Administrative Agent as hypothecary representative 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 an assignor’s rights and obligations under this Agreement by the execution of an assignment agreement, including an Assignment and Assumption Agreement or other agreement pursuant to which it becomes such assignee or participant, and by each successor Administrative Agent pursuant to which it becomes a successor Administrative Agent under this Agreement. For certainty, the Administrative Agent, acting as hypothecary representative, shall have the same rights, powers and immunities as the Administrative Agent as stipulated herein, including under this Section 11.13. Any resignation and appointment of a successor Administrative Agent pursuant to the provisions of this Section 11.13 shall apply mutatis mutandis to the Administrative Agent acting as hypothecary representative.
Quebec Security Documents. (a) For greater certainty, and without limiting the powers of Agent, or any other Person acting as an agent or mandatary for Agent hereunder or under any other Loan Documents, Borrowers, the Credit Parties and the Canadian Borrowing Base Guarantors hereby acknowledge that, for purposes of holding any hypothecs and security granted by any of Borrowers, Credit Parties or Canadian Borrowing Base Guarantors on property pursuant to the laws of the Province of Quebec to secure obligations of any of Borrowers, Credit Parties or the Canadian Borrowing Base Guarantors under any debenture or bond issued by any of Borrowers, Credit Parties or the Canadian Borrowing Base Guarantors, Agent shall be the holder of an irrevocable power of attorney (“fondé de pouvoir”) (within the meaning of the Civil Code of Quebec) for the Lenders, any L/C Issuer or any of their Affiliates, and in particular for all present and future holders of any such debenture or bond. The Lenders, any L/C Issuer and any of their Affiliates hereby: (i) irrevocably constitute, to the extent necessary, 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 Borrowers, the Credit Parties and the Canadian Borrowing Base Guarantors on property pursuant to the laws of the Province of Quebec to secure the obligations of Borrowers, the Credit Parties and the Canadian Borrowing Base Guarantors under any debenture or bond issued by Borrowers, the Credit Parties and the Canadian Borrowing Base Guarantors; and (ii) appoint and agree that Agent may act as the bondholder and mandatary (i.e. agent) with respect to any debenture or bond that may be issued by any of Borrowers, Credit Parties or Canadian Borrowing Base Guarantors and pledged in its favour from time to time.
(b) Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), Agent may acquire and be the holder of any debenture or bond issued by any of Borrowers, Credit Parties or Canadian Borrowing Base Guarantors (i.e. the “fondé de pouvoir” may acquire and hold the first debenture or bond issued under any deed of hypothec by Borrowers, the Credit Parties or the Canadian Borrowing Base Guarantors). The Borrowers, the Credit Parties and the Canadian Borrowing Base Guarantors hereby acknowledge that such debenture or bond constitutes a title of indebtedness, as such term ...
Quebec Security Documents a deed of hypothec and issue of debentures charging the universality of all present and future movable property of the grantor thereunder, a debenture and a pledge of debenture agreement as contemplated by Section 12.1.1(c) executed and delivered by any Loan Party. Quebec Subordination Agreements – collectively, (i) that certain Cession de Rang (Subordination) dated as of March 5, 2009, by Investissement Québec in favor of each of the Administrative Agent and the Revolving Agent, (ii) that certain Subordination and Postponement Agreement dated as of February 19, 2009, by and among Investissement Québec, the Canadian Revolving Agent, the Revolving Agent, the Administrative Agent and the Canadian Borrower, and (iii) any other subordination agreement entered into by Investissement Québec in favor of each of the Administrative Agent and the Revolving Agent in form and substance acceptable to the Administrative Agent, in each case as may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents. RCRA – the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i). Real Estate – all right, title and interest (whether as owner, lessor or lessee) in any real or immovable Property or any buildings, structures, parking areas or other improvements thereon. Register – as defined in Section 13.4. Related Parties – with respect to any Person, such Person’s Affiliates and branches and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates and branches.
Quebec Security Documents. The Credit Parties shall use their commercially reasonable efforts to finalize, execute and deliver to the Administrative Agent the Quebec Security Documents, in form and content satisfactory to the Administrative Agent, as promptly as practicable after the Execution Date, including: (i) a Deed of Hypothec and Issue of Bonds; (ii) a Bond; (iii) a Delivery Order; (iv) a Pledge of Bond Agreement; (v) a Register of Bondholders; with delivery of the foregoing in clauses (i) through (v) to be completed as promptly as practicable and in any event by not later than March 15, 2011; and (vi) such other duly executed and notarized agreements, consents, notices, documents, opinions or Instruments as are necessary, in the Administrative Agent’s sole discretion, to formalize, legalize, protect and perfect the Administrative Agent’s fully enforceable, first priority security interest in the Collateral identified in the Quebec Security Documents, and all documents and legal matters in connection with the Quebec Security Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel, with delivery of the foregoing to be completed as promptly as practicable and in any event by not later than March 15, 2011.
Quebec Security Documents a deed of hypothec and issue of debentures charging the universality of all present and future movable property of the grantor thereunder, a debenture and a pledge of debenture agreement as contemplated by Section 12.1.1(c) executed and delivered by any Loan Party. Quebec Subordination Agreements - collectively, (i) that certain Cession de Rang (Subordination) dated as of March 5, 2009, by Investissement Québec in favor of each of the Administrative Agent and the Revolving Agent, (ii) that certain Subordination and Postponement Agreement dated as of February 19, 2009, by and among Investissement Québec, the Canadian Revolving Agent, the Revolving Agent, the Administrative Agent and the Canadian Borrower, and (iii) any other subordination agreement entered into by Investissement Québec in favor of each of the Administrative Agent and the Revolving Agent in form and substance acceptable to the Administrative Agent, in each case as may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents. RCRA - the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i). Real Estate - all right, title and interest (whether as owner, lessor or lessee) in any real or immovable Property or any buildings, structures, parking areas or other improvements thereon. Register - as defined in Section 13.4. Related Parties - with respect to any Person, such Person’s Affiliates and branches and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates and branches. Related Real Estate Documents - with respect to any Real Estate subject to a Mortgage entered into by any Loan Party, the following, in form and substance reasonably satisfactory to the Administrative Agent and, in the case of a Mortgage entered into by any Loan Party after the date hereof, received by the Administrative Agent for review at least 15 days prior to the effective date of the Mortgage (or such shorter length of time acceptable to the Administrative Agent in its reasonable discretion): (a) a mortgagee title policy (or binder therefor) covering the Administrative Agent’s interest under the Mortgage, in a form and amount and by an insurer reasonably acceptable to the Agents, which must be fully paid on such effective date; (b) such assignments of leases, rents, estoppel letters, attornment agreements, consents, waivers and releases as any Agent may require with respect to other Persons having an interest in th...
Quebec Security Documents. The Quebec Security documents referred to in Section 6.12(a) hereof and the related opinions.