Common use of Attorney Clause in Contracts

Attorney. 9.1 Subject to any limitations expressed elsewhere in this Agreement, the Pledgor and the Purchasers, by way of security in favour of the Vendors for the payment of all the Secured Obligations, irrevocably appoint the Vendors and any of its delegates or sub-delegates to be its attorney to take any action which the Pledgor and the Purchasers are obliged to take under this Agreement. The Pledgor and the Purchasers shall ratify and confirm and agree to ratify and confirm whatever any attorney does or purports to do under its appointment under this Clause. The Vendors shall not have any obligation whatsoever to exercise any of such powers hereby conferred upon them or to make any demand or any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice or take any other action whatsoever with respect to the Pledged Shares. 9.2 The power of attorney created pursuant to sub-clause 9.1 may only be exercised: 9.2.1 Following the occurrence of an Enforcement Event; and/or 9.2.2 Following material failure of the Pledgor to comply with its obligations hereunder or material failure of the Purchasers under the SSPA, or either of them, to comply with their obligations under the SSPA and the present agreement. The exercise of such power by or on behalf of the Vendors or any substitute or delegate shall not put any person dealing with the same upon any enquiry as to whether an Enforcement Event has occurred, nor shall such person be in any way affected by notice that the Enforcement Event has not occurred, and the exercise by the same of such power shall be conclusive evidence of its or his right to exercise the same. 9.2.3 The powers of attorney set out in this Clause 9 are an irrevocable mandate by way of security.

Attorney. 9.1 Subject to (a) Each Loan Party hereby irrevocably constitutes and appoints the Administrative Agent and any limitations expressed elsewhere officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Loan Party and in the name of such Loan Party or in its own name, for the purpose of carrying out the terms of this Agreement, the Pledgor and the Purchasers, by way of security in favour of the Vendors for the payment of all the Secured Obligations, irrevocably appoint the Vendors and any of its delegates or sub-delegates to be its attorney to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the Pledgor and the Purchasers are obliged to take under purposes of this Agreement. The Pledgor and the Purchasers shall ratify and confirm and agree to ratify and confirm whatever any attorney does or purports to do under its appointment under this Clause. The Vendors shall Administrative Agent agrees that it will not have any obligation whatsoever to exercise any of such powers hereby conferred upon them or to make any demand or any inquiry as to rights under the nature or sufficiency of any payment received by it, or to present or file any claim or notice or take any other action whatsoever with respect to the Pledged Shares. 9.2 The power of attorney created pursuant provided for in this Section 10.7(a) unless an Event of Default shall have occurred and be continuing. (b) If any Loan Party fails to sub-clause 9.1 perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may only be exercised:perform or comply, or otherwise cause performance or compliance, with such agreement. 9.2.1 Following the occurrence of an Enforcement Event; and/or 9.2.2 Following material failure (c) The expenses of the Pledgor Administrative Agent incurred in connection with actions undertaken as provided in this Section 10, together with interest thereon at a rate per annum equal to comply with its obligations hereunder or material failure the highest rate per annum at which interest would then be payable on any category of the Purchasers past due Loans under the SSPAthis Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Loan Party, shall be payable by such Loan Party to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or either of themcause to be done by virtue hereof. All powers, to comply authorizations and agencies contained in this Agreement are coupled with their obligations under the SSPA an interest and are irrevocable until this Agreement is terminated and the present agreement. The exercise of such power by or on behalf of the Vendors or any substitute or delegate shall not put any person dealing with the same upon any enquiry as to whether an Enforcement Event has occurred, nor shall such person be in any way affected by notice that the Enforcement Event has not occurred, and the exercise by the same of such power shall be conclusive evidence of its or his right to exercise the samesecurity interests created hereby are released. 9.2.3 The powers of attorney set out in this Clause 9 are an irrevocable mandate by way of security.