CANADIAN LENDERS AND IN PARTICULAR FOR ALL
PRESENT AND FUTURE HOLDERS OF ANY BOND, DEBENTURE OR OTHER TITLE OF INDEBTEDNESS
ISSUED BY THE CANADIAN BORROWER.
EACH CANADIAN LENDER HEREBY IRREVOCABLY
CONSTITUTES, TO THE EXTENT NECESSARY, THE CANADIAN 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 SECURITY GRANTED BY
THE CANADIAN BORROWER IN THE PROVINCE OF QUEBEC TO SECURE THE OBLIGATIONS OF THE
CANADIAN BORROWER UNDER BOND, DEBENTURE OR OTHER TITLE OF INDEBTEDNESS ISSUED BY
THE CANADIAN BORROWER, AND HEREBY AGREES THAT THE CANADIAN AGENT MAY ACT AS THE
BONDHOLDER AND MANDATARY (I.E. AGENT) WITH RESPECT TO ANY BOND, DEBENTURE OR
SIMILAR TITLE OF INDEBTEDNESS THAT MAY BE ISSUED BY THE CANADIAN BORROWER AND
PLEDGED IN FAVOR OF THE CANADIAN AGENT FOR THE BENEFIT OF THE CANADIAN AGENT AND
THE CANADIAN LENDERS.
EACH ASSIGNEE OF A CANADIAN LENDER SHALL BE DEEMED TO
HAVE CONFIRMED AND RATIFIED THE CONSTITUTION OF THE CANADIAN AGENT AS THE HOLDER
OF SUCH IRREVOCABLE POWER OF ATTORNEY (FONDÉ DE POUVOIR) BY EXECUTION OF AN
ASSIGNMENT AND ACCEPTANCE.
NOTWITHSTANDING THE PROVISIONS OF SECTION 32 OF THE
AN ACT RESPECTING THE
100
SPECIAL POWERS OF LEGAL PERSONS (QUEBEC), THE CANADIAN AGENT MAY ACQUIRE AND BE
THE HOLDER OF ANY HYPOTHEC OR DEBENTURE.
THE CANADIAN BORROWER HEREBY
ACKNOWLEDGES THAT EACH SUCH HYPOTHEC OR DEBENTURE CONSTITUTES A TITLE OF
INDEBTEDNESS, AS SUCH TERM IS USED IN ARTICLE 2692 OF THE CIVIL CODE OF QUEBEC.
The execution by the Canadian Agent as the holder of an irrevocable power of
attorney (fondé de pouvoir), prior to the Credit Agreement, of any deeds of
hypothec or other security documents is hereby ratified and confirmed.
The Lenders shall have the right to appoint a successor agent (and fondé de
pouvoir), Credit Suisse Toronto Branch from time to time without notice to or
the consent of the Canadian Borrower.
Upon such appointment, the successor
agent shall succeed to and become the agent (and fondé de pouvoir) with all the
rights, powers and privileges of the retiring agent (and fondé de pouvoir) and
the retiring agent (and fondé de pouvoir) shall thereupon be immediately
discharged from all further duties and obligations under this Agreement.
The parties hereto acknowledge and agree that the Collateral Mortgage Bond is
issued in order to comply with and so as to make available to the Lenders the
security contemplated by Article 2692 of the Civil Code of Quebec and,
accordingly, Section 32 of the Act respecting the special powers of legal
persons (Quebec) has no application to the holding by Credit Suisse, Toronto
Branch of the Collateral Mortgage Bond.
9.2
DELEGATION OF DUTIES.
THE ADMINISTRATIVE
AGENT AND THE CANADIAN AGENT MAY EXECUTE ANY OF THEIR RESPECTIVE DUTIES UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY OR THROUGH AGENTS OR
ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING ALL
MATTERS PERTAINING TO SUCH DUTIES.
THE ADMINISTRATIVE AGENT SHALL