Common use of Quebec Security Documents Clause in Contracts

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 the Real Estate; (c) if otherwise in the possession of a Loan Party, a current, as-built survey of the Real Estate, containing a metes-and-bounds property description and flood plain certification, and certified by a licensed surveyor reasonably acceptable to the Agents; (d) flood insurance in an amount, with endorsements and by an insurer reasonably acceptable to the Agents, if the Real Estate is within a flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser reasonably acceptable to the Agents; (f) a Phase I (and to the extent appropriate, Phase II) environmental assessment report, prepared by an environmental consulting firm reasonably satisfactory to the Agents, and accompanied by such reports, certificates, studies or data as the Agents may reasonably require, which shall all be in form and substance reasonably satisfactory to the Agents; and (g) an Environmental Agreement and such other documents, instruments or agreements as the Agents may reasonably require with respect to any environmental risks regarding the Real Estate. Report - as defined in Section 12.2.3. Required Lenders - as of any date, (i) the Agents and (ii) at least two Lenders (subject to Section 4.2 but who may be the Agents) whose Pro Rata share of the Term Loan constitutes at least fifty-one percent (51%) of the Total Outstandings. For purposes of this definition only, a Lender and all Approved Funds with respect to such Lender shall constitute a single Lender. Restricted Junior Payment - (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrowers or any Subsidiary now or hereafter outstanding, except a dividend payable solely in shares of that class of Capital Stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrowers or any Subsidiary now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Borrowers now or hereafter outstanding; (iv) any payment or prepayment of Debt by the Loan Parties or their Subsidiaries to any Excluded Subsidiary; (v) any payment or prepayment of Debt by the Loan Parties or their Subsidiaries to the Loan Parties’ or any Subsidiary’s shareholders (or other equity holders); (vi) derivatives or other transactions with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating the Borrowers or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any Capital Stock of the Borrowers or such Subsidiary; or (vii) any payments on account of management, consulting or similar fees or any success fees (including, without limitation, the Management Debt) to (A) an equity holder of any Loan Party, which equity holder owns directly or indirectly at least fifty-one percent (51%) of the Voting Stock of such Loan Party (a “Majority Holder”), (B) an Affiliate of any Loan Party, or (C) an Affiliate of any Majority Holder of a Loan Party. Revolver Excess Availability - as defined in the Revolving Credit Agreement.

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, and (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 the Real Estate; (c) if otherwise in the possession of a Loan Party, a current, as-built survey of the Real Estate, containing a metes-and-bounds property description and flood plain certification, and certified by a licensed surveyor reasonably acceptable to the Agents; (d) flood insurance in an amount, with endorsements and by an insurer reasonably acceptable to the Agents, if the Real Estate is within a flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser reasonably acceptable to the Agents; (f) a Phase I (and to the extent appropriate, Phase II) environmental assessment report, prepared by an environmental consulting firm reasonably satisfactory to the Agents, and accompanied by such reports, certificates, studies or data as the Agents may reasonably require, which shall all be in form and substance reasonably satisfactory to the Agents; and (g) an Environmental Agreement and such other documents, instruments or agreements as the Agents may reasonably require with respect to any environmental risks regarding the Real Estate. Report - as defined in Section 12.2.3. Required Lenders - as of any date, (i) the Agents and (ii) at least two Lenders (subject to Section 4.2 but who may be the Agents) whose Pro Rata share of the Term Loan constitutes at least fifty-one percent (51%) of the Total Outstandings. For purposes of this definition only, a Lender and all Approved Funds with respect to such Lender shall constitute a single Lender. Restricted Junior Payment - (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrowers or any Subsidiary now or hereafter outstanding, except a dividend payable solely in shares of that class of Capital Stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrowers or any Subsidiary now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Borrowers now or hereafter outstanding; (iv) any payment or prepayment of Debt by the Loan Parties or their Subsidiaries to any Excluded Subsidiary; (v) any payment or prepayment of Debt by the Loan Parties or their Subsidiaries to the Loan Parties’ or any Subsidiary’s shareholders (or other equity holders); (vi) derivatives or other transactions with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating the Borrowers or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any Capital Stock of the Borrowers or such Subsidiary; or (vii) any payments on account of management, consulting or similar fees or any success fees (including, without limitation, the Management Debt) to (A) an equity holder of any Loan Party, which equity holder owns directly or indirectly at least fifty-one percent (51%) of the Voting Stock of such Loan Party (a “Majority Holder”), (B) an Affiliate of any Loan Party, or (C) an Affiliate of any Majority Holder of a Loan Party. Revolver Excess Availability - as defined in the Revolving Credit Agreement.