Civil Code of Québec. Notwithstanding the provisions of Section 19.1 hereof, the provisions of this Section 10.18 shall be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein. Each Lender on behalf of itself and its Affiliates as potential counterparties to Banking Services Obligations and Swap Obligations (the “Relevant Secured Parties”) confirms its approval of and authorizes the European Agent to enter in and deliver each of the Collateral Documents governed by the laws of England and Wales, Scotland or Ireland (the “Relevant Collateral Documents”) to which it is a party and to take all action contemplated by such documents. In this Agreement and the Relevant Collateral Documents, any rights and remedies exercisable by, any documents to be delivered to, or any other indemnities or obligations in favor of the Administrative or European Agent shall be, as the case may be, exercisable by, delivered to, or be indemnities or other obligations in favor of, the Administrative Agent and the European Agent (or any other Person acting in such capacity) in its capacity as security trustee of the Relevant Secured Parties to the extent that the rights, deliveries, indemnities or other obligations relate to the Relevant Collateral Documents or the security thereby created. Any obligations of the Administrative Agent or the European Agent (or any other Person acting in such capacity) in this Agreement and the Relevant Collateral Documents shall be obligations of the Administrative Agent or the European Agent in its capacity as security trustee of the Lenders to the extent that the obligations relate to the Relevant Collateral Documents or the security thereby created. Additionally, in its capacity as security trustee of the Relevant Secured Parties, the Administrative Agent and the European Agent (or any other Person acting in such capacity) shall have (i) all the rights, remedies and benefits in favor of the Administrative Agent contained in the provisions of the whole of this Article VIII,; (ii) all the powers of an absolute owner of the security constituted by the Relevant Collateral Documents and (iii) all the rights, remedies and powers granted to it and be subject to all the obligations and duties owed by it under the Relevant Collateral Documents and/or any of the Loan Documents. Each Relevant Secured Party hereby appoints the European Agent to act as its trustee under and in relation to the Relevant Collateral Documents and to hold the assets subject to the security thereby created and the covenants and undertakings contained therein as trustee for the Lenders on trust for itself and the Relevant Secured Parties and each Lender hereby irrevocably authorizes the European Agent in its capacity as security trustee of the Relevant Secured Parties to exercise such rights, remedies, powers and discretions as are specifically delegated to the European Agent as security trustee of the Relevant Secured Parties by the terms of the Relevant Collateral Documents together with all such rights, remedies, powers and discretions as are reasonably incidental thereto. Any reference in this Agreement to Liens stated to be in favor of the Administrative Agent or European Agent shall be construed so as to include a reference to Liens granted in favor of the European Agent in its capacity as security trustee of Relevant Secured Parties. Nothing shall require the European Agent in its capacity as security trustee of the Relevant Secured Parties under this Agreement and the Relevant Collateral Documents to act as a trustee at common law or to be holding any property on trust, in any jurisdiction which may not operate under the principles of trust or where such trust would not be recognized or its effects would not be enforceable. The Co-Syndication Agents, Co-Documentation Agents and Joint Bookrunners shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. JPMorgan Chase Bank, N.A. has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). JPMorgan Chase Bank, N.A., as administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMorgan Chase Bank, N.A. reminds each Lender and Participant in the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.
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Civil Code of Québec. Notwithstanding the provisions of Section 19.1 hereof, the provisions of this Section 10.18 shall be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein. Each Lender on behalf of itself and its Affiliates as potential counterparties to Banking Services Obligations and Swap Obligations (the “"Relevant Secured Parties”") confirms its approval of and authorizes the European Agent to enter in and deliver each of the Collateral Documents governed by the laws of England and Wales, Scotland or Ireland (the “"Relevant Collateral Documents”") to which it is a party and to take all action contemplated by such documents. In this Agreement and the Relevant Collateral Documents, any rights and remedies exercisable by, any documents to be delivered to, or any other indemnities or obligations in favor of the Administrative or European Agent shall be, as the case may be, exercisable by, delivered to, or be indemnities or other obligations in favor of, the Administrative Agent and the European Agent (or any other Person acting in such capacity) in its capacity as security trustee of the Relevant Secured Parties to the extent that the rights, deliveries, indemnities or other obligations relate to the Relevant Collateral Documents or the security thereby created. Any obligations of the Administrative Agent or the European Agent (or any other Person acting in such capacity) in this Agreement and the Relevant Collateral Documents shall be obligations of the Administrative Agent or the European Agent in its capacity as security trustee of the Lenders to the extent that the obligations relate to the Relevant Collateral Documents or the security thereby created. Additionally, in its capacity as security trustee of the Relevant Secured Parties, the Administrative Agent and the European Agent (or any other Person acting in such capacity) shall have (i) all the rights, remedies and benefits in favor of the Administrative Agent contained in the provisions of the whole of this Article VIII,; (ii) all the powers of an absolute owner of the security constituted by the Relevant Collateral Documents and (iii) all the rights, remedies and powers granted to it and be subject to all the obligations and duties owed by it under the Relevant Collateral Documents and/or any of the Loan Documents. Each Relevant Secured Party hereby appoints the European Agent to act as its trustee under and in relation to the Relevant Collateral Documents and to hold the assets subject to the security thereby created and the covenants and undertakings contained therein as trustee for the Lenders on trust for itself and the Relevant Secured Parties and each Lender hereby irrevocably authorizes the European Agent in its capacity as security trustee of the Relevant Secured Parties to exercise such rights, remedies, powers and discretions as are specifically delegated to the European Agent as security trustee of the Relevant Secured Parties by the terms of the Relevant Collateral Documents together with all such rights, remedies, powers and discretions as are reasonably incidental thereto. Any reference in this Agreement to Liens stated to be in favor of the Administrative Agent or European Agent shall be construed so as to include a reference to Liens granted in favor of the European Agent in its capacity as security trustee of Relevant Secured Parties. Nothing shall require the European Agent in its capacity as security trustee of the Relevant Secured Parties under this Agreement and the Relevant Collateral Documents to act as a trustee at common law or to be holding any property on trust, in any jurisdiction which may not operate under the principles of trust or where such trust would not be recognized or its effects would not be enforceable. The Co-Syndication AgentsAgent, Co-Documentation Agents and Joint Bookrunners shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. JPMorgan Chase Bank, N.A. has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “"Flood Laws”"). JPMorgan Chase Bank, N.A., as administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMorgan Chase Bank, N.A. reminds each Lender and Participant in the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.
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