Common use of Quebec Security Documents Clause in Contracts

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 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 Lenders, any L/C Issuer and any of their Affiliates, 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 Agreement or other agreement pursuant to which it becomes such assignee or participant, and by each successor Agent by the execution of an Assignment Agreement 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) Agent, acting as “fondé de pouvoir” for the benefit of the Lenders, any L/C Issuer and any of their Affiliates, shall have the same rights, powers and immunities as Agent as stipulated herein, including under this Section 9, which shall apply mutatis mutandis. Without limitation, the provisions of Section 9.7 shall apply mutatis mutandis to the resignation and appointment of a successor Agent acting as “fondé de pouvoir”. (e) Agent, acting as bondholder, shall have the same rights, powers and immunities as Agent as stipulated herein, including under this Section 9, which shall apply mutatis mutandis. Without limitation, the provisions of Section 9.7 shall apply mutatis mutandis to the resignation and appointment of a successor Agent acting as bondholder and mandatary for the benefit of the Lenders, any L/C Issuer and any of their Affiliates.

Quebec Security Documents. Effective as of the date of execution of the deed of substitution of fondé de pouvoir between the Parent, CS and GECF: (a) CS hereby resigns as “fondé de pouvoir” under the terms of the Quebec Security Documents and the Credit Agreement. The parties hereto absolutely, unconditionally and irrevocably releasing and forever discharging CS of and from any obligation and liability whatsoever, whether express or implied, arising pursuant to or in connection with it acting as “fondé de pouvoir” under the terms of the Quebec Security Documents and the Credit Agreement. (b) CS, in its capacity as sole bondholder under the Quebec Security Documents, hereby appoints GECF as the new “fondé de pouvoir” under the terms of the Quebec Security Documents and the Credit Agreement, and declares that GECF is vested, as of and from the date hereof, with the rights, powers, privileges, and authority of the “fondé de pouvoir” under the terms of the Quebec Security Documents and Section 7.01(e) of the Credit Agreement. GECF, as transferee of the bonds and successor bondholder under the Quebec Security Documents, hereby confirms and ratifies such appointment. (c) GECF hereby agrees to act as the “fondé de pouvoir” for and on behalf of the bondholders under the Quebec Security Documents, the whole as provided for in the Quebec Security Documents and the Credit Agreement. GECF shall assume and benefit from all rights and obligations of CS, as the initial “fondé de pouvoir” and sole bondholder under the Quebec Security Documents and the Credit Agreement. (d) CS hereby assigns, without any warranty whatsoever, irrevocably, absolutely and unconditionally, to and in favour of GECF, hereby accepting, all of its right, title and interest under the Quebec Security Documents, as the holder of the power of attorney (“fondé de pouvoir”) of the bondholders under the Quebec Security Documents. As a result therefrom, GECF shall be entitled to collect, in accordance with and subject to the terms and conditions of the Quebec Security Documents and the Credit Agreement, all sums due under the Quebec Security Documents, and GECF is hereby authorized to grant any discharge, release, mainlevée or acquittance of all sums due under the Quebec Security Documents (including any sums that CS may have received prior to the execution hereof from the Parent under the Quebec Security Documents), and to require the cancellation of the registration of the hypothecs and other rights created under the Quebec Security Documents. (e) To the extent required by applicable laws or the Quebec Security Documents, this Amendment shall be deemed to be a bondholder’s instrument made in accordance with the Quebec Security Documents and confirming said appointment of GECF, and the Parent hereby accepts, to the extent applicable, such appointment. Furthermore, GECF agrees to be bound by all the terms and conditions of the Quebec Security Documents. For greater certainty, and without limiting the powers of AgentGECF, 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 each of the Province of Quebec to secure obligations of any of Borrowers, Credit Secured 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) hereby irrevocably constitute, to the extent necessary, Agent constitutes GECF as the holder of an irrevocable power of attorney (“fondé de pouvoir”) (pouvoir within the meaning of Article 2692 of the Civil Code of QuebecQuébec) in order to hold hypothecs and security granted by Borrowers, the Credit Parties and the Canadian Borrowing Base Guarantors any Loan Party on property pursuant to the laws of the Province of Quebec Québec in order to secure the obligations of Borrowers, the Credit Parties and the Canadian Borrowing Base Guarantors any Loan Party under any bond, debenture or bond similar title of indebtedness, issued by Borrowersany Loan Party, the Credit Parties and the Canadian Borrowing Base Guarantors; and (ii) appoint and agree hereby agrees that Agent GECF may act as the bondholder and mandatary (i.e. agent) with respect to any shares, capital stock or other securities or any bond, debenture or bond similar title of indebtedness that may be issued by any of Borrowers, Credit Parties or Canadian Borrowing Base Guarantors Loan Party and pledged in its favour from time favor of GECF, for the benefit of the Secured Parties. The execution by GECF, acting as fondé de pouvoir and mandatary, prior to time. (b) the Credit 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 (QuebecQuébec), Agent GECF may acquire and be the holder of any bond or debenture or bond issued by any of Borrowers, Credit Parties or Canadian Borrowing Base Guarantors Loan Party (i.e. the “fondé de pouvoir” 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 Guarantorsany Loan Party). 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 is used in Article 2692 of the Civil Code of Quebec. (c) The constitution of Agent GECF as “fondé de pouvoir” , and of GECF as bondholder and mandatary mandatary, or by its predecessor, CS, with respect to any bond bond, debenture, shares, capital stock or other securities that may be issued and pledged from time to time to Agent GECF for the benefit of the Lenders, any L/C Issuer and any of their AffiliatesSecured 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 an assignor’s any Secured Parties’ rights and obligations under this the Credit Agreement by the execution of an assignment agreementassignment, including an Assignment Agreement and Acceptance, or other agreement pursuant to which it becomes such assignee or participant, and by each successor Collateral Agent by the execution of an Assignment Agreement 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 the Credit Agreement. (d) Agent, . GECF acting as “fondé de pouvoir” for the benefit of the Lenders, any L/C Issuer and any of their Affiliates, pouvoir shall have the same rights, powers powers, immunities, indemnities and immunities exclusions from liability as are prescribed in favor of the Collateral Agent as stipulated herein, including under this Section 9in the Credit Agreement, which shall apply mutatis mutandis. Without limitation, the provisions of Section 9.7 shall apply mutatis mutandis to the resignation and appointment of a successor Agent GECF acting as “fondé de pouvoir”. (e) Agent, acting as bondholder, shall have the same rights, powers and immunities as Agent as stipulated herein, including under this Section 9, which shall apply mutatis mutandis. Without limitation, the provisions of Section 9.7 shall apply mutatis mutandis to the resignation and appointment of a successor Agent acting as bondholder and mandatary for the benefit of the Lenders, any L/C Issuer and any of their Affiliates.

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 LEGAL_US_E # 82813718.8 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 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 Lenders, any L/C Issuer and any of their Affiliates, 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 Agreement or other agreement pursuant to which it becomes such assignee or participant, and by each successor Agent by the execution of an Assignment Agreement 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) Agent, acting as “fondé de pouvoir” for the benefit of the Lenders, any L/C Issuer and any of their Affiliates, shall have the same rights, powers and immunities as Agent as stipulated herein, including under this Section 9, which shall apply mutatis mutandis. Without limitation, the provisions of Section 9.7 shall apply mutatis mutandis to the resignation and appointment of a successor Agent acting as “fondé de pouvoir”.. LEGAL_US_E # 82813718.8 (e) Agent, acting as bondholder, shall have the same rights, powers and immunities as Agent as stipulated herein, including under this Section 9, which shall apply mutatis mutandis. Without limitation, the provisions of Section 9.7 shall apply mutatis mutandis to the resignation and appointment of a successor Agent acting as bondholder and mandatary for the benefit of the Lenders, any L/C Issuer and any of their Affiliates.