- Subrogation, enforcement and distribution Sample Clauses

- Subrogation, enforcement and distribution. Notwithstanding Section 2.2 above, if the Institution, has its headquarters in the province of Quebec, the following paragraphs apply in place of Section 2.2: The Institution, acknowledges that under article 1651 of the Civil Code of Québec, at the time of the successful transfer of Payment by EDC to the Institution, EDC will be irrevocably and absolutely subrogated to all of the Institution’s, rights, titles and interests (but not its obligations), until payment in full of the Payment to the Institution, under the Transaction Documentation. Notwithstanding the provisions of article 1658 of the Civil Code of Québec, EDC may immediately exercise these rights once indefeasible payment in full of the amounts owed by the Obligor to the Institution under all other facilities of the Institution with the Obligor other than under the Transaction(s) has been made. EDC and the Institution, hereby agree that: (a) if the Institution receives a payment or proceeds of any kind (in cash or in the form of goods, titles or other items) under the Security or the Guaranteed Amount, in whole or in part, it must hold the payment or proceeds as a deposit at no charge and notify EDC as soon as possible that it received the payment or proceeds, which will be distributed/allocated in accordance with the Agreement; (b) unless indicated otherwise by EDC, all documentation establishing the Security (the “Security Documentation”) remains perfected or published in the Institution’s name, but for the benefit of the parties until payment in full of the interest owing to them herein; and (c) unless indicated otherwise by EDC, the Institution has the exclusive right (at its discretion, but subject to Section 2.4 herein and applicable law) to make demands, exercise rights of set-offs, file proofs of claim, vote, enforce and commence proceedings in respect of the EDC Acquired Rights or any part thereof.