Common use of Hypothecary Representative Clause in Contracts

Hypothecary Representative. The Trustee is hereby appointed and accepts its appointment as the hypothecary representative (fondé de pouvoir) of all present and future Secured Parties as contemplated by article 2692 of the Civil Code of Quebec to enter into, to take and to hold, on behalf of and for the benefit of each of the Secured Parties, any hypothec granted on property pursuant to the laws of the Province of Quebec and to exercise such powers and duties which are conferred upon the Trustee under any deed of hypothec or herein or under any other agreement. Any Person who becomes a Secured Party will be deemed to have consented to and confirmed the Trustee as hypothecary representative and to have ratified as of the date such Person becomes a Secured Party all actions taken by the hypothecary representative. For greater certainty, the purchase of any Note by any Noteholder shall constitute ratification by such Noteholder of the appointment of the Trustee constituted hereunder and the incurrence of any debt by the Securitization Entities with the other Secured Parties pursuant to the applicable Transaction Document shall constitute such ratification by such Secured Party of such appointment constituted hereunder. The execution by the Trustee, acting as hypothecary representative, prior to the execution of this Base Indenture of any deeds of hypothec, pledges or other similar documents is hereby ratified and confirmed. Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), the Trustee may acquire and be the holder of any bond, note or other title of indebtedness issued by the Co-Issuers. The Trustee, acting as hypothecary representative for the Secured Parties, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of Trustee in this Base Indenture, which shall apply mutatis mutandis. Without limitation, the provisions of the Base Indenture regarding the resignation or removal of the Trustee shall apply mutatis mutandis to the resignation or removal and appointment of a successor to the Trustee acting as hypothecary representative for the Secured Parties.

Hypothecary Representative. The Trustee is Without limiting the powers of the Collateral Agent under this Agreement and the Security Agreements, to the extent necessary for the purposes of holding any Security Agreement granted by any Loan Party pursuant to the laws of the Province of Québec, each Loan Party and each of the Secured Parties party hereto hereby appointed irrevocably appoints and accepts authorizes the Collateral Agent, as part of its appointment duties as Collateral Agent, to act as the hypothecary representative (fondé de pouvoir) of all present and future Secured Parties as contemplated by article under Article 2692 of the Civil Code of Quebec Quebec. Any Person who becomes a Secured Party or successor Collateral Agent shall be deemed to enter into, have consented to take and to hold, ratified the foregoing appointment of the Collateral Agent as the hypothecary representative on behalf of and for the benefit of each of the all Secured Parties, including such Person and any hypothec granted on property Affiliate of such Person designated above as a Secured Party. The execution prior to the date hereof by the Collateral Agent in its capacity as hypothecary representative of any Security Agreements made pursuant to the laws of the Province of Quebec Quebec, is hereby ratified and confirmed. The appointment of a successor Collateral Agent pursuant to exercise such powers and duties which are conferred upon the Trustee terms hereof also constitutes the appointment of a successor hypothecary representative under this Section without any further agreement, act or formality (subject to, prior to the successor hypothecary representative exercising the rights relating to the hypothec created under any deed such Security Agreement, the publication by registration of hypothec or herein or under any other agreement. Any Person who becomes a Secured Party will be deemed to have consented to and confirmed notice of replacement in the Trustee as hypothecary representative and to have ratified as applicable registers in accordance with the terms of Article 2692 of the date such Person becomes a Secured Party all actions taken by the hypothecary representativeCivil Code of Quebec). For greater certainty, the purchase of any Note by any Noteholder shall constitute ratification by such Noteholder of the appointment of the Trustee constituted hereunder and the incurrence of any debt by the Securitization Entities with the other Secured Parties pursuant to the applicable Transaction Document shall constitute such ratification by such Secured Party of such appointment constituted hereunder. The execution by the TrusteeCollateral Agent, acting as hypothecary representative, prior to the execution of this Base Indenture of any deeds of hypothec, pledges or other similar documents is hereby ratified and confirmed. Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), the Trustee may acquire and be the holder of any bond, note or other title of indebtedness issued by the Co-Issuers. The Trustee, acting as hypothecary representative for the Secured Parties, shall will have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of Trustee the Collateral Agent in this Base IndentureAgreement, which shall will apply mutatis mutandis. Without limitation, the provisions of the Base Indenture regarding the resignation or removal of the Trustee shall apply mutatis mutandis to the resignation or removal and appointment of a successor to the Trustee acting as hypothecary representative for the Secured Parties.

Hypothecary Representative. The Trustee For the purposes of the grant of security under the laws of the Province of Quebec (Canada) which may now or in the future be required to be provided by any Loan Party, the Collateral Agent is hereby irrevocably authorized and appointed by each of the Secured Parties, for themselves and accepts its appointment for each affiliate that is a Secured Party, hereto to act as the hypothecary representative (fondé de pouvoirwithin the meaning of Article 2692 of the Civil Code of Québec) of for all present and future Secured Parties as contemplated by article 2692 of (in such capacity, the Civil Code of Quebec “Hypothecary Representative”) in order to enter into, to take and to hold, on behalf of and for the benefit of each of the Secured Parties, hold any hypothec granted on property under the laws of the Province of Quebec (Canada) and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant deed of hypothec and applicable law (with the power to delegate any such rights or duties). The execution prior to the date hereof by the Collateral Agent in its capacity as the Hypothecary Representative of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec (Canada), is hereby ratified and to exercise such powers and duties which are conferred upon the Trustee under any deed of hypothec or herein or under any other agreementconfirmed. Any Person who becomes a Secured Party will or successor Collateral Agent shall be deemed to have consented to and confirmed ratified the Trustee as hypothecary representative and to have ratified as foregoing appointment of the date Collateral Agent as the Hypothecary Representative on behalf of all Secured Parties, including such Person becomes and any affiliate or branch of such Person designated as a Secured Party all actions taken by the hypothecary representativeParty. For greater certainty, the purchase of any Note by any Noteholder shall constitute ratification by such Noteholder of the appointment of the Trustee constituted hereunder and the incurrence of any debt by the Securitization Entities with the other Secured Parties pursuant to the applicable Transaction Document shall constitute such ratification by such Secured Party of such appointment constituted hereunder. The execution by the TrusteeCollateral Agent, acting as hypothecary representative, prior to the execution of this Base Indenture of any deeds of hypothec, pledges or other similar documents is hereby ratified and confirmed. Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), the Trustee may acquire and be the holder of any bond, note or other title of indebtedness issued by the Co-Issuers. The Trustee, acting as hypothecary representative for the Secured PartiesHypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of Trustee the Collateral Agent in this Base IndentureAgreement, which shall apply mutatis mutandis. Without limitation, In the provisions event of the Base Indenture regarding the resignation or removal of the Trustee Collateral Agent (which shall apply mutatis mutandis to include its resignation as the resignation or removal Hypothecary Representative) and appointment of a successor to Collateral Agent, such successor Collateral Agent shall also act as the Trustee acting Hypothecary Representative, as hypothecary representative for the Secured Partiescontemplated herein.

Hypothecary Representative. The Trustee is For greater certainty and without limiting the powers of the Administrative Agent hereunder or under any other Loan Document, the Administrative Agent and each other Secured Party hereby appointed appoints and accepts its authorizes MUFG (and, to the extent necessary, ratifies the appointment and authorization of MUFG) to act as the hypothecary representative (fondé de pouvoir) within the meaning of all present and future Secured Parties as contemplated by article Article 2692 of the Civil Code of Quebec to enter intoQuébec (in such capacity, to take and to hold, on behalf of and for the benefit of each “Hypothecary Representative”) of the Secured Parties, Parties for the purposes of holding any hypothec granted on property by any Loan Party pursuant to the laws of the Province of Quebec as security for any Secured Obligations pursuant to any deed of hypothec and to exercise such powers rights and duties which as are conferred upon the Trustee Hypothecary Representative thereunder and under Applicable Laws (with the power to delegate any deed such rights and duties as appropriate). MUFG, the Administrative Agent and each of hypothec or herein or under any the other agreement. Any Secured Parties hereby confirms and agrees to such appointment and each Person who is or becomes a Secured Party will hereunder (including by its [OneSpan] Credit Agreement #520863281 execution of an assignment and assumption agreement) shall be deemed to have consented to and confirmed ratified the Trustee as hypothecary representative foregoing appointment of the Hypothecary Representative and to have ratified as of the date such Person becomes a Secured Party all actions taken by the hypothecary representative. For greater certainty, the purchase of any Note by any Noteholder shall constitute ratification by Hypothecary Representative prior to such Noteholder of the appointment of the Trustee constituted hereunder and the incurrence of any debt by the Securitization Entities with the other Secured Parties pursuant to the applicable Transaction Document shall constitute date in such ratification by such Secured Party of such appointment constituted hereundercapacity. The execution by the Trustee, acting as hypothecary representative, prior to the execution of this Base Indenture of any deeds of hypothec, pledges or other similar documents is hereby ratified and confirmed. Notwithstanding the provisions of Section 32 of An Act respecting the special powers of legal persons (Quebec), the Trustee may acquire and be the holder of any bond, note or other title of indebtedness issued by the Co-Issuers. The Trustee, acting as hypothecary representative for the Secured Parties, Hypothecary Representative shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor favour of Trustee the Administrative Agent in this Base IndentureAgreement, which shall apply mutatis mutadis mutandis. Without limitationIn the event the Administrative Agent is replaced, each successor Administrative Agent appointed in accordance with the provisions of terms hereof shall also act as the Base Indenture regarding Hypothecary Representative and shall automatically (without any further action or formality) become the resignation or removal of the Trustee shall apply mutatis mutandis to the resignation or removal and appointment of a successor to the Trustee acting as hypothecary representative for the Secured Partiespurposes of each then existing deed of hypothec executed in connection herewith. Upon such replacement becoming effective, notices of replacement will be registered in each applicable register, as contemplated by Article 2692 of the Civil Code of Québec.