Common use of Fondé de Pouvoir Clause in Contracts

Fondé de Pouvoir. (a) To the extent necessary, each Lender (collectively, the “Quebec Secured Parties”) hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) to act as the person holding the power of attorney (in such capacity, the “Fondé de pouvoir”) of the holders of any Bond (as hereinafter defined), as contemplated under Article 2692 of the Civil Code of Québec, and to enter into, take and hold on their behalf, and for their benefit, and on behalf and for the benefit of the other Secured Creditors, the hypothecs granted by any Credit Party in favour of the Fondé de pouvoir under the Civil Code of Québec pursuant to any deed of hypothec (collectively, the “Deeds of Hypothec”), and to exercise such powers and duties which are conferred upon the Fondé de pouvoir under the Deeds of Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each of the Quebec Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) to act as agent or mandatary and custodian for and on behalf of the Guaranteed Creditors 154 (in such capacity, the “Custodian”) to hold and to be the sole registered holder of any bond (each, a “Bond”) which may be issued under the Deeds of Hypothec and pledged in favour of the Collateral Agent and the Secured Parties pursuant to any bond pledge agreement (collectively, the “Quebec Bond Pledges”), the whole notwithstanding Section 32 of An Act Respecting the Special Powers of Legal Persons (Québec) or any other applicable law. In this respect, (i) records shall be kept by the Custodian indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any Quebec Bond Pledge granted in respect of any such bond and owing to the Collateral Agent and the Quebec Secured Parties, and (ii) the Collateral Agent and the Quebec Secured Parties will be entitled to the benefits of any property hypothecated under any Deeds of Hypothec and will participate in the proceeds of realization of any such hypothecated property, the whole in accordance with the terms hereof.

Fondé de Pouvoir. To the extent necessary for the purposes of this Trust Deed and in accordance with and subject to the provisions hereof, including with respect to and in connection with the guarantees contemplated by Clause 7 hereof, (a) To the extent necessary, each Lender (collectively, the “Quebec Secured Parties”) Bond Trustee hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) agrees to act as the person holding the power of attorney hypothecary representative (in such capacity, the “Fondé fondé de pouvoir”) within the meaning of the holders of any Bond (as hereinafter defined), as contemplated under Article article 2692 of the Civil Code of Québec, and to enter into, take and hold on their behalf, and for their benefit, and on behalf and Quebec (as amended) for the benefit Covered Bondholders, the Receiptholders, the Couponholders or any other Secured Creditor for the purposes of any hypothecary security to be granted by the Guarantor under the laws of the other Secured CreditorsProvince of Quebec and, the hypothecs granted by any Credit Party in favour of the Fondé de pouvoir under the Civil Code of Québec pursuant to any deed of hypothec (collectively, the “Deeds of Hypothec”), and to exercise such powers and duties which are conferred upon the Fondé de pouvoir under the Deeds of Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each of the Quebec Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) to act as agent or mandatary and custodian for and on behalf of the Guaranteed Creditors 154 (in such capacity, the “Custodian”) to Bond Trustee shall hold and to be the sole registered holder of any bond (each, a “Bond”) which may be issued hypothecs granted under the Deeds of Hypothec and pledged in favour laws of the Collateral Agent Province of Quebec as such hypothecary representative in the exercise of the rights conferred thereunder and (b) each Covered Bondholder, Receiptholder and Couponholder, by receiving and holding the Covered Bonds, and each other Secured Creditor, by becoming party to any Transaction Document, accepts, confirms and ratifies the appointment of the Bond Trustee as its hypothecary representative as contemplated in this Clause. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Issuer, the Guarantor, the Bond Trustee, the Covered Bondholders, the Receiptholders, the Couponholders and any other Secured Creditor hereunder) and subject to any applicable law of public order, the Bond Trustee, the Issuer and the Guarantor hereby agree with regards to the Bond Trustee so acting as hypothecary representative of the Covered Bondholders, the Receiptholders, the Couponholders and the other Secured Parties pursuant Creditors and each such Secured Creditor, by receiving and holding Covered Bonds or by becoming party to any bond pledge agreement (collectivelyTransaction Document, agrees with the Issuer, the “Quebec Bond Pledges”), the whole notwithstanding Section 32 of An Act Respecting the Special Powers of Legal Persons (Québec) or any other applicable law. In this respect, (i) records shall be kept by the Custodian indicating the names and addresses of, Guarantor and the pro rata portion of the obligations and indebtedness secured by any Quebec Bond Pledge granted in respect of any such bond and owing to the Collateral Agent and the Quebec Secured Parties, and (ii) the Collateral Agent and the Quebec Secured Parties will be entitled to the benefits of any property hypothecated under any Deeds of Hypothec and will participate in the proceeds of realization of any such hypothecated property, the whole in accordance with the terms hereof.Trustee that:

Fondé de Pouvoir. (a) To Without prejudice to the extent necessaryforegoing paragraph, each Lender (collectively, the “Quebec Secured Parties”) Credit Party hereby irrevocably designates and appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) to act as the person holding the power of attorney (in such capacity, the “Fondé fondé de pouvoir”) of the holders of any Bond (as hereinafter defined), Credit Parties as contemplated under Article 2692 of the Civil Code of QuébecQuebec, and to enter into, to take and to hold on their behalf, and for their benefit, and on behalf and for the benefit of the other Secured Creditors, the hypothecs granted by any Credit Party in favour of the Fondé de pouvoir under the Civil Code of Québec pursuant to any a deed of hypothec (collectively, the “Deeds "Deed of Hypothec”), ") to be executed by any Borrower or Guarantor (as the case may be) under the laws of the Province of Quebec and creating a Lien on such Borrower's or Guarantor's Collateral located in such Province and to exercise such powers and duties which are conferred upon the Fondé de pouvoir Agent under such deed. Each Credit Party hereby additionally designates and appoints the Deeds of Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each of the Quebec Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) to act as agent or mandatary and custodian for and on behalf of the Guaranteed Creditors 154 each of them (in such capacity, the “Custodian”i) to hold and to be the sole registered holder of any bond debenture (each, a “Bond”"Debenture") which may be issued under the Deeds Deed of Hypothec and pledged in favour of the Collateral Agent and the Secured Parties pursuant to any bond pledge agreement (collectively, the “Quebec Bond Pledges”)Hypothec, the whole notwithstanding Section 32 of An the Act Respecting respecting the Special Powers special powers of Legal Persons legal persons (QuébecQuebec) or any other applicable law, and (ii) to enter into, to take and to hold on their behalf, and for their benefit, a Pledge of Debenture agreement ("Debenture Pledge") to be executed by such Borrower or Guarantor under the laws of the Province of Quebec and creating a Lien on the Debenture as security for the payment and performance of the obligations set forth therein. In this respect, (ia) records the Agent shall be kept by the Custodian keep a record indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any Quebec Bond Pledge granted in respect of any such bond and the Debenture Pledge, owing to the Collateral Agent Persons for and on behalf of whom the Quebec Secured PartiesDebenture is so held from time to time, and (iib) the Collateral Agent and the Quebec Secured Parties each Credit Party will be entitled to the benefits of any property hypothecated collateral charged under any Deeds the Deed of Hypothec and the Debenture Pledge and will participate in the proceeds of realization of any such hypothecated propertycollateral, the whole in accordance with the terms hereof. The Agent, in such aforesaid capacities shall (x) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Agent with respect to the collateral under the Deed of Hypothec and Debenture Pledge, applicable law or otherwise, and (y) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Credit Parties. Any Person who becomes a Credit Party shall be deemed to have consented to and confirmed the Agent as the person holding the power of attorney (fondé de pouvoir) and as the agent as aforesaid and to have ratified, as of the date it becomes a Credit Party, all actions taken by the Agent in such capacities. The Agent shall be entitled to delegate from time to time any of its powers or duties under the Deed of Hypothec and the Debenture Pledge to any Person and on such terms and conditions as the Agent may determine from time to time. The general administration of the Loan Documents shall be by the Agent in its various capacities. Each Credit Party hereby irrevocably authorizes the Agent (i) to enter into the Loan Documents to which it is a party, and (ii) at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers and such trusts (in the case of the Agent in its capacity as Security Trustee and the Foreign Security Documents, as applicable) under the Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship (save, in the case of the Agent in its capacity as Security Trustee, to the extent of its limited role as trustee as required under any applicable Foreign Security Documents) with any other Credit Party, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Agent.

Fondé de Pouvoir. (a) To the extent necessaryIn addition to and without prejudice to Section 12.6 hereof, each Lender (collectively, the “Quebec Secured Parties”) hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral the Agent) to act as the person holding the power of attorney (in such capacity, the “Fondé de pouvoir”) of the holders of any Bond (as hereinafter defined), each Lender as contemplated under Article 2692 of the Civil Code of QuébecQuebec, and to enter into, to take and to hold on their behalf, and for their benefit, and on behalf and for the benefit of the other Secured Creditors, the hypothecs each hypothec granted by SunOpta Inc. as well as any Credit Party other party that is or may in favour the future become a party hereto as a Borrower or Obligor and in respect of the Fondé de pouvoir which a security is required to be taken under the Civil Code of Québec pursuant to any deed of hypothec Quebec (collectively, the a “Deeds of Hypothec”), and to exercise such powers and duties which are conferred upon the Fondé de pouvoir under the Deeds of each Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each of the Quebec Secured Parties Lender hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral the Agent) to act as agent or mandatary and custodian for and on behalf of the Guaranteed Creditors 154 (in such capacity, the “Custodian”) to act as agent and custodian for and on behalf of the Lenders to hold and to be the sole registered holder of any debenture or bond (each, a “Bond”) which may be issued under the Deeds of Hypothec and pledged in favour of the Collateral Agent and the Secured Parties pursuant to any bond pledge agreement (collectively, the “Quebec Bond Pledges”)Hypothec, the whole notwithstanding Section 32 of An the Act Respecting the Special Powers of Legal Persons (QuébecQuebec) or any other applicable lawApplicable Law. In this respect, (i) records shall be kept by the Custodian indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any Quebec Bond Pledge granted in respect pledge of any such debenture or bond and owing to the Collateral Agent and the Quebec Secured Partieseach Lender, and (ii) the Collateral Agent and the Quebec Secured Parties each Lender will be entitled to the benefits of any property hypothecated under collateral covered by any Deeds of Hypothec and will participate in the proceeds of realization of any such hypothecated propertycollateral, the whole in accordance with the terms hereof. Each of the Fondé de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, any rights and remedies given to the Fondé de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, Applicable Laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (i) the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Fondé de pouvoir as the person holding the power of attorney as aforesaid and to have ratified; and (ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as the date it becomes a Lender, all actions taken by the Custodian in such capacity. The Agent accepts the foregoing appointment as Fondé de pouvoir and Custodian and agrees to act in such capacities.

Fondé de Pouvoir. (a) To Without limiting the extent necessarypowers of the Collateral Agent hereunder or under the Collateral Documents, each Agent, each Lender, each Lender Counterparty, (each Agent, each Lender and each Lender Counterparty are collectively referred to, for purposes of this Section 9.12 as the “Québec Secured Parties”) and Xxxxxxx Xxxxx Credit Partners L.P. (the “Trustee”) (in its sole capacity as the initial holder of the Debentures (as defined below)) hereby acknowledges and agrees that the Collateral Agent shall, for the purposes of holding any security granted under the Collateral Documents pursuant to the laws of the Province of Québec to secure payment of debentures (or any similar instruments) issued by the Canadian Borrower or any other Credit Party (collectively, the “Quebec Secured Québec Security Granting Parties”) hereby irrevocably appoints and authorizes the Collateral Agent (and which debentures as amended, restated, replaced, modified or supplemented at any successor acting as Collateral Agent) time, for purposes of this Section 9.12, shall be hereinafter referred to act as the person holding “Debentures”), be the holder of an irrevocable power of attorney (in such capacity, the “Fondé fondé de pouvoir”) (within the meaning of the holders of any Bond (as hereinafter defined), as contemplated under Article 2692 of the Civil Code of Québec) for all present and future Québec Secured Parties and holders of the Debentures. Each of the Québec Secured Parties and the Trustee (solely in its capacity as the initial holder of the Debentures) hereby ratifies the appointment of and constitutes, to the extent necessary, the Collateral Agent as the holder of such irrevocable power of attorney (“fondé de pouvoir”) in order to hold security granted by any of the Québec Security Granting Parties under the Collateral Documents in the Province of Québec to secure payment of the Debentures. Each assignee of a Québec Secured Party and each assignee of the holder of Debentures shall be deemed to enter intohave confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (“fondé de pouvoir”) by execution of the relevant agreements relating to such assignment. The Collateral Agent agrees to act in such capacity. Furthermore, take the Trustee hereby agrees and hold each of the other Québec Secured Parties hereby appoints the Trustee to act in the capacity of the holder and depositary of the Debentures on their behalf, its own behalf as agent and for their benefit, and on behalf and for the benefit of all present and future Québec Secured Parties. Each assignee of a Québec Secured Party shall be deemed to have confirmed and ratified the other Secured Creditors, the hypothecs granted by any Credit Party in favour constitution of the Fondé de pouvoir under Trustee as such holder and depositary of the Civil Code Debentures by execution of Québec pursuant to any deed of hypothec (collectively, the “Deeds of Hypothec”), and to exercise such powers and duties which are conferred upon the Fondé de pouvoir under the Deeds of Hypothec. Moreover, without prejudice relevant agreements relating to such appointment and authorization to act as assignment. To the person holding the power of attorney as aforesaidextent necessary, each Lender Counterparty shall be deemed to confirm and ratify the appointments made under this Section 9.12 by its execution of the Quebec Secured Parties hereby irrevocably appoints relevant Hedging Agreement. The parties hereto expressly waive the provisions and authorizes the Collateral Agent (and any successor acting as Collateral Agent) to act as agent or mandatary and custodian for and on behalf protection of the Guaranteed Creditors 154 (in such capacity, the “Custodian”) to hold and to be the sole registered holder of any bond (each, a “Bond”) which may be issued under the Deeds of Hypothec and pledged in favour of the Collateral Agent and the Secured Parties pursuant to any bond pledge agreement (collectively, the “Quebec Bond Pledges”), the whole notwithstanding Section 32 of An Act Respecting the Special Powers of Legal Persons (Québec) or any other applicable law). In this respect, (i) records shall The Collateral Agent may acquire and be kept by the Custodian indicating the names and addresses of, and the pro rata portion holder of the obligations and Debentures or other titles of indebtedness secured by any hypothec granted by Quebec Bond Pledge granted in respect of any such bond and owing Security Granting Parties pursuant to the Collateral Agent laws of the Province of Quebec. Each of the parties hereto acknowledges and agrees that the Quebec Secured PartiesDebentures constitute a title of indebtedness as such term is used in Article 2692 of the Civil Code of Québec. Notwithstanding the provisions of Section 11.9 hereof, this Section 9.12 shall be governed by, and (ii) the Collateral Agent and the Quebec Secured Parties will be entitled to the benefits of any property hypothecated under any Deeds of Hypothec and will participate in the proceeds of realization of any such hypothecated propertyconstrued under, the whole in accordance with laws of the terms hereof.Province of Québec. 117

Fondé de Pouvoir. (a) To For greater certainty and without limiting the extent necessary, each Lender (collectivelypower of the Agent hereunder or under any other Loan Document, the “Borrower hereby acknowledges, on its own behalf and on behalf of each of its Subsidiaries, that for the purposes of holding any security granted by the Borrower or any Subsidiary of the Borrower pursuant to the laws of the Province of Quebec Secured Parties”) to secure payment of any bond or debenture issued by the Borrower or any Subsidiary of the Borrower, the Agent is hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) appointed to act as the person holding the power of attorney (in such capacity, the “Fondé fondé de pouvoir”) of the holders of any Bond (as hereinafter defined), as contemplated under pursuant to Article 2692 of the Civil Code of QuébecQuebec to act on behalf of each of the debentureholders or bondholders, and to enter into, take and hold on their behalf, and for their benefit, and on behalf and for the benefit each of the other Secured Creditors, Lenders hereby confirms and agrees to such appointment. Each Person who is or becomes a Lender and each assignee holder of any debenture or bond issued by the hypothecs granted by Borrower or any Credit Party in favour Subsidiary of the Fondé de pouvoir under the Civil Code of Québec pursuant Borrower shall be deemed to any deed of hypothec (collectively, the “Deeds of Hypothec”), and to exercise such powers and duties which are conferred upon the Fondé de pouvoir under the Deeds of Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding ratify the power of attorney as aforesaid(fondé de pouvoir) granted to the Agent hereunder, each by its execution of the Quebec Secured Parties hereby irrevocably appoints an Assignment and authorizes the Collateral Assumption. The Agent (and any successor acting as Collateral Agent) agrees to act as agent or mandatary and custodian for and on behalf of the Guaranteed Creditors 154 (in such capacity. Each party hereto agrees that, the “Custodian”) to hold and to be the sole registered holder of any bond (each, a “Bond”) which may be issued under the Deeds of Hypothec and pledged in favour of the Collateral Agent and the Secured Parties pursuant to any bond pledge agreement (collectively, the “Quebec Bond Pledges”), the whole notwithstanding Section 32 of An Act Respecting respecting the Special Powers special powers of Legal Persons legal persons (Québec) or any other applicable law. In this respectQuebec), (i) records the Agent, as fondé de pouvoir, shall be kept by the Custodian indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any Quebec Bond Pledge granted in respect of any such bond and owing to the Collateral Agent and the Quebec Secured Parties, and (ii) the Collateral Agent and the Quebec Secured Parties will also be entitled to act as a debentureholder or bondholder and to acquire and/or be the benefits pledgee of any property hypothecated debentures, bonds or other titles of indebtedness to be issued under any Deeds deed of Hypothec hypothec executed by or on behalf of the Borrower or any Subsidiary of the Borrower. The Borrower hereby acknowledges, on its own behalf and will participate on behalf of each of its Subsidiaries, that the said debentures or bonds constitute titles of indebtedness, as such term is used in Article 2692 of the proceeds Civil Code of realization of any such hypothecated property, the whole in accordance with the terms hereofQuebec.

Fondé de Pouvoir. (a) To Without prejudice to the extent necessaryother provisions hereof, each Lender (collectively, the “Quebec Secured Parties”) Loan Party hereby irrevocably designates and appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) to act as the person holding the power of attorney (in such capacity, the “Fondé fondé de pouvoir”) of the holders of any Bond Lenders and the Issuing Bank (as hereinafter defined), each a “Credit Party”) as contemplated under Article 2692 of the Civil Code of QuébecQuebec, and to enter into, to take and to hold on their behalf, and for their benefit, and on behalf and for the benefit of the other Secured Creditors, the hypothecs granted by any Credit Party in favour of the Fondé de pouvoir under the Civil Code of Québec pursuant to any a deed of hypothec (collectively, the “Deeds Deed of Hypothec”), ) to be executed by any Borrower or Guarantor (as the case may be) under the laws of the Province of Quebec and creating a Lien on such Borrower’s or Guarantor’s Collateral located in such Province and to exercise such powers and duties which are conferred upon the Fondé de pouvoir Agent under such deed. Each Credit Party hereby additionally designates and appoints the Deeds of Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each of the Quebec Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as Collateral Agent) to act as agent or mandatary and custodian for and on behalf of the Guaranteed Creditors 154 each of them (in such capacity, the “Custodian”i) to hold and to be the sole registered holder of any bond debenture (each, a “BondDebenture”) which may be issued under the Deeds Deed of Hypothec and pledged in favour of the Collateral Agent and the Secured Parties pursuant to any bond pledge agreement (collectively, the “Quebec Bond Pledges”)Hypothec, the whole notwithstanding Section 32 of An the Act Respecting respecting the Special Powers special powers of Legal Persons legal persons (QuébecQuebec) or any other applicable law, and (ii) to enter into, to take and to hold on their behalf, and for their benefit, a Pledge of Debenture agreement (“Debenture Pledge”) to be executed by such Borrower or Guarantor under the laws of the Province of Quebec and creating a Lien on the Debenture as security for the payment and performance of the obligations set forth therein. In this respect, (ia) records the Agent shall be kept by the Custodian keep a record indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any Quebec Bond Pledge granted in respect of any such bond and the Debenture Pledge, owing to the Collateral Agent Persons for and on behalf of whom the Quebec Secured PartiesDebenture is so held from time to time, and (iib) the Collateral Agent and the Quebec Secured Parties each Credit Party will be entitled to the benefits of any property hypothecated collateral charged under any Deeds the Deed of Hypothec and the Debenture Pledge and will participate in the proceeds of realization of any such hypothecated propertycollateral, the whole in accordance with the terms hereof. The Agent, in such aforesaid capacities shall (x) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Agent with respect to the collateral under the Deed of Hypothec and Debenture Pledge, applicable law or otherwise, and (y) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Credit Parties. Any Person who becomes a Credit Party shall be deemed to have consented to and confirmed the Agent as the person holding the power of attorney (fondé de pouvoir) and as the agent as aforesaid and to have ratified, as of the date it becomes a Credit Party, all actions taken by the Agent in such capacities. The Agent shall be entitled to delegate from time to time any of its powers or duties under the Deed of Hypothec and the Debenture Pledge to any Person and on such terms and conditions as the Agent may determine from time to time. The general administration of the Loan Documents shall be by the Agent in its various capacities. Each Credit Party hereby irrevocably authorizes the Agent (i) to enter into the Loan Documents to which it is a party, and (ii) at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers and such trusts (in the case of the Agent in its capacity as Security Trustee under the Foreign Security Documents, as applicable) under the Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto. The Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship (save, in the case of the Agent in its capacity as Security Trustee, to the extent of its limited role as trustee as required under any applicable Foreign Security Documents) with any other Credit Party, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Agent.