Common use of Power of Attorney; Proxy Clause in Contracts

Power of Attorney; Proxy. 9.1 During the existence of an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Secured Party (and all Persons designated by the Secured Party) as its true and lawful attorney (and agent‑in‑fact) and the Secured Party, or the Secured Party’s agent, may, without notice to Pledgor, and at such time or times thereafter as the Secured Party or said agent, in its discretion, may determine, in the name of Pledgor or the Secured Party: (a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Secured Party’s possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Secured Party’s discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 During the existence of an Event of Default, the Secured Party, or its nominee, without notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written Stock Pledge Agreement consents in lieu of voting thereon) and may exercise such power in such manner as the Secured Party, in its sole discretion, shall determine. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Secured Party of any of its rights and remedies under this Section shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party of any of the Pledged Collateral in satisfaction of any of the Obligations.

Power of Attorney; Proxy. 9.1 During the existence of (a) Upon and after an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Secured Party (and all Persons designated by the Secured Party) as its true and lawful attorney (and agent‑in‑factagent-in-fact) and the Secured Party, or the Secured Party’s 's agent, may, without notice to Pledgor, and at such time or times thereafter as the Secured Party or said agent, in its discretion, may determine, in the name of Pledgor or the Secured Party: (a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Secured Party’s possession to the extent they constitute Pledged Collateral's possession; and (c) do all acts and things necessary, in the Secured Party’s 's discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 During (b) Upon the existence occurrence and during the continuance of an any Event of DefaultDefault hereunder, the Secured Party, Party or its nominee, without notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written Stock Pledge Agreement consents in lieu of voting thereon) and may exercise such power in such manner as the Secured Party, Party in its sole discretion, shall determine. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Secured Party of any of its rights and remedies under this Section shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party of any of the Pledged Collateral in satisfaction of any of the Obligations.

Power of Attorney; Proxy. 9.1 During the existence of an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Secured Party Collateral Agent (and all Persons designated by the Secured PartyCollateral Agent) as its true and lawful attorney (and agent‑in‑factagent-in-fact) and the Secured PartyCollateral Agent, or the Secured PartyCollateral Agent’s agent, may, without notice to Pledgor, and at such time or times thereafter as the Secured Party Collateral Agent or said agent, in its discretion, may determine, in the name of Pledgor or the Secured Party:Collateral Agent (in each case, prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries): (a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Secured PartyCollateral Agent’s possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Secured PartyCollateral Agent’s discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 During the existence of an Event of Default, the Secured PartyCollateral Agent, or its nomineeitsnominee, without notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written Stock Pledge Agreement consents in lieu of voting thereon) and may exercise such power in such manner as the Secured PartyCollateral Agent, in its sole discretion, shall determinedetermine (in each case, prior to the repayment in full of the Subordinated Debt, subject to the rights of the Junior Creditors’ Agent with respect to the stock of Non-Canadian Foreign Subsidiaries). THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Secured Party Collateral Agent of any of its rights and remedies under this Section 9.2 shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party Collateral Agent of any of the Pledged Collateral in satisfaction of any of the Obligations.

Power of Attorney; Proxy. 9.1 During the existence of an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Secured Party (and all Persons designated by the Secured Party) as its true and lawful attorney attorney- (and agent‑in‑factagent-) in-fact. Upon the occurrence and the Secured Party, or the Secured Party’s agent, may, continuance of an Event of Default and without notice to Pledgor, and at such time or times thereafter as the Secured Party or said agentmay, in its discretion, may determineas Pledgor’s attorney-in-fact, in the name name, place and stead of Pledgor Pledgor, file any claims, take any actions or institute any proceedings which Secured Party may deem to be necessary or advisable in connection with the Secured Party: Pledge Collateral, including (ai) request that Partnership transfer any or all of the Pledged Collateral on the its books of the issuer thereofto Secured Party, with full power of substitution in the premises; (bii) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the 3230280v2/28370-0031 Secured Party’s possession to the extent they constitute Pledged Collateralpossession; and (ciii) do vote or grant any consent in respect of the Pledged Collateral. After deducting all acts costs and things necessaryexpenses of every kind (including reasonable attorneys’ fees and disbursements), in the Secured Party’s discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 During the existence of an Event of Default, the Secured Party, or its nominee, without notice or demand of any kind to Pledgor, Party shall have the sole and exclusive right to exercise apply all voting powers pertaining to any and all proceeds of the Pledged Collateral (and to give written Stock Pledge Agreement consents in lieu the payment or reduction of voting thereon) and may exercise such power the Obligations in such manner order as the Secured Party, Party shall determine in its sole discretion, shall determine. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by appointment set forth herein is deemed to be coupled with an interest and therefore irrevocable. Pledgor hereby waives and releases any and all claims or causes of action which Pledgor might have against such attorney-in-fact acting under the Secured Party terms of any of its rights and remedies under this Section shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party of any of the Pledged Collateral in satisfaction of any of the Obligationsauthority which Pledgor has granted herein.

Power of Attorney; Proxy. 9.1 During the existence of an Event of Default, each Pledgor irrevocably designates, makes, constitutes and appoints the Secured Party Agent (and all Persons designated by the Secured PartyAgent) as its true and lawful attorney (and agent‑in‑factagent-in-fact) and the Secured PartyAgent, or the Secured PartyAgent’s agent, may, without notice to such Pledgor, and at such time or times thereafter as the Secured Party Agent or said agent, in its discretion, may determine, in the name of such Pledgor or the Secured PartyAgent: (a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Secured PartyAgent’s possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Secured PartyAgent’s discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 During the existence of an Event of Default, the Secured PartyAgent, or its nominee, without upon three Business Days’ notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written Stock Pledge Agreement consents in lieu of voting thereon) and may exercise such power in such manner as the Secured PartyAgent, in its sole discretion, shall determine. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Secured Party Agent of any of its rights and remedies under this Section 9.2 shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party Agent of any of the Pledged Collateral in satisfaction of any of the Obligations.

Power of Attorney; Proxy. 9.1 During the existence of an Event of DefaultDefault and following 10 days prior written notice to the Pledgor, Pledgor irrevocably designates, makes, constitutes and appoints the Secured Party Agent, for the benefit of the Lenders (and all Persons designated by the Secured PartyAgent, for the benefit of the Lender) as its true and lawful attorney (and agent‑in‑factagent-in-fact) and the Secured PartyAgent, for the benefit of the Lender, or the Secured Party’s agent, its agent may, without notice to Pledgor, and at such time or times thereafter as the Secured Party Agent, for the benefit of the Lenders or said agent, in its discretion, may determine, in the name of the Pledgor or the Secured PartyAgent, for the benefit of the Lenders: (a) transfer the Pledged Collateral on the books of the issuer any Issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Secured Party’s Agent, for the benefit of the Lenders’ possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Secured PartyAgent’s sole but reasonable discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 During Provided that at least ten (10) days prior written notice has been given to the Pledgor, during the existence of an Event of Default, the Secured PartyAgent, for the benefit of the Lender, or its nominee, without notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written Stock Pledge Agreement consents in lieu of voting thereon) and may exercise such power in such manner as the Secured PartyAgent, for the benefit of the Lender, in its sole discretion, shall determine. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Secured Party Agent, for the benefit of the Lenders of any of its rights and remedies under this Section shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party Agent, for the benefit of the Lenders of any of the Pledged Collateral in satisfaction of any of the Obligations.

Power of Attorney; Proxy. 9.1 During 12.1 Each of the existence of an Event of DefaultPledgors irrevocably designate, Pledgor irrevocably designatesmake, makes, constitutes constitute and appoints appoint the Secured Party (and all Persons designated by the Secured Party) as its true and lawful attorney (and agent‑in‑factagent-in-fact) and the Secured Party, or the Secured Party’s agent, may, without notice to Pledgorthe Pledgors, after an Event of Default shall occur, and at such time or times thereafter as the Secured Party or said agent, in its discretion, may determine, in the name of Pledgor the Pledgors or the Secured Party: : (a) transfer the Pledged Collateral on the books of the issuer thereofIssuer, with full power of substitution in the premises; (b) endorse the name of Pledgor the Pledgors upon any checks, notesDebentures, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Secured Party’s possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Secured Party’s discretion, to fulfill the obligations of Pledgor the Pledgors under this Agreement; and (d) do all acts and things that the Pledgors could do but for the terms of this Agreement. 9.2 During 12.2 Upon the existence occurrence of an Event of Default, the Secured Party, or its nominee, without notice or demand of any kind to Pledgorthe Pledgors, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written Stock Pledge Agreement consents in lieu of voting thereon) and may exercise such power in such manner as the Secured Party, in its sole discretion, shall determine. THIS PROXY AND POWER OF ATTORNEY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Secured Party of any of its rights and remedies under this Section shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party of any of the Pledged Collateral in satisfaction of any of the Secured Obligations.

Power of Attorney; Proxy. 9.1 During the existence of Upon and after an Event of DefaultDefault and during its continuance, Pledgor Grantor irrevocably designates, makes, constitutes and appoints the Secured Party Beneficiary (and all Persons designated by the Secured PartyBeneficiary) as its true and lawful attorney (and agent‑in‑factagent-in-fact) and the Secured Party, or the Secured Party’s agent, Beneficiary may, without notice to PledgorGrantor, and at such time or times thereafter as the Secured Party Beneficiary or said agent, in its discretion, may determine, in the name of Pledgor Grantor or Beneficiary, request that the Secured Party: (a) Issuer transfer any or all of the Pledged Collateral on the books of the issuer thereofIssuer, with full power of substitution in the premises; (b) endorse the name of Pledgor Grantor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Secured PartyBeneficiary’s possession to the extent they constitute Pledged Collateralpossession; and (c) do all acts and things necessary, in the Secured PartyBeneficiary’s discretion, to fulfill the obligations of Pledgor Grantor under this Agreement. 9.2 During ; provided, however, that neither Beneficiary nor any attorney-in-fact shall be liable for any acts of commission or omission nor for any error of judgment or mistake of fact or law relating to its dealings with the existence Pledged Collateral unless such act or omission constitutes gross negligence of willful misconduct. The appointment set forth herein is deemed to be coupled with an interest and therefore irrevocable. Grantor hereby ratifies, approves and confirms all actions taken by Beneficiary or its designees as its attorney-in-fact (and agency in fact) pursuant to this Section 9. Upon the occurrence and during the continuance of any Event of DefaultDefault hereunder, the Secured Party, Beneficiary or its nominee, without notice or demand of any kind to Pledgorthe Grantor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written Stock Pledge Agreement consents in lieu of voting thereon) and may exercise such power in such manner as the Secured PartyBeneficiary, in its sole discretion, shall determine. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLEThis proxy shall be effective, automatically and without the necessity of any action by any other person (including any transfer of any Pledged Securities on the record books of the issuer thereof). This proxy is coupled with an interest and is irrevocable. The exercise by the Secured Party Beneficiary of any of its rights and remedies under this Section 9 shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party Beneficiary of any of the Pledged Collateral in satisfaction of any of the Obligations.

Power of Attorney; Proxy. 9.1 During the existence of an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Secured Party (and all Persons designated by the Secured Party) as its true and lawful attorney (and agent‑in‑factagent-in-fact) and the Secured Party, or the Secured Party’s agent, may, without notice to Pledgor, and at such time or times thereafter as the Secured Party or said agent, in its discretion, may determine, in the name of Pledgor or the Secured Party: (a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Secured Party’s possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Secured Party’s discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 During the existence of an Event of Default, the Secured Party, or its nominee, without notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written Stock Pledge Agreement consents in lieu of voting thereon) and may exercise such power in such manner as the Secured Party, in its sole discretion, shall determine. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Secured Party of any of its rights and remedies under this Section shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party of any of the Pledged Collateral in satisfaction of any of the Obligations.

Power of Attorney; Proxy. 9.1 During the existence of an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Secured Party (and all Persons designated by the Secured Party) as its true and lawful attorney attorney- (and agent‑in‑factagent-) in-fact. Upon the occurrence and the Secured Party, or the Secured Party’s agent, may, continuance of an Event of Default and without notice to Pledgor, and at such time or times thereafter as the Secured Party or said agentmay, in its discretion, may determineas Pledgor’s attorney-in-fact, in the name name, place and stead of Pledgor Pledgor, file any claims, take any actions or institute any proceedings which Secured Party may deem to be necessary or advisable in connection with the Secured Party: Pledge Collateral, including (ai) request that LLC Entity transfer any or all of the Pledged Collateral on the its books of the issuer thereofto Secured Party, with full power of substitution in the premises; (bii) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Secured Party’s possession to the extent they constitute Pledged Collateralpossession; and (ciii) do vote or grant any consent in respect of the Pledged Collateral. After deducting all acts costs and things necessaryexpenses of every kind (including reasonable attorneys’ fees and 3194518v4/28370-0031 disbursements), in the Secured Party’s discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 During the existence of an Event of Default, the Secured Party, or its nominee, without notice or demand of any kind to Pledgor, Party shall have the sole and exclusive right to exercise apply all voting powers pertaining to any and all proceeds of the Pledged Collateral (and to give written Stock Pledge Agreement consents in lieu the payment or reduction of voting thereon) and may exercise such power the Obligations in such manner order as the Secured Party, Party shall determine in its sole discretion, shall determine. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by appointment set forth herein is deemed to be coupled with an interest and therefore irrevocable. Pledgor hereby waives and releases any and all claims or causes of action which Pledgor might have against such attorney-in-fact acting under the Secured Party terms of any of its rights and remedies under this Section shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party of any of the Pledged Collateral in satisfaction of any of the Obligationsauthority which Pledgor has granted herein.