Common use of The POA Agent Clause in Contracts

The POA Agent. (a) The Common Security Agent appoints the POA Agent to act as agent of the Common Security Agent under the Power of Attorney. (b) The POA Agent may not exercise any of its rights under the Power of Attorney without the instructions of the Common Security Agent, and the POA Agent shall act and exercise rights under the Power of Attorney only in accordance with the instructions given to it by the Common Security Agent. (c) The Power of Attorney shall be held and kept by the Common Security Agent and the Common Security Agent shall deliver the Power of Attorney to the POA Agent if and when required for the exercising of rights by the POA Agent under the Power of Attorney. (d) The POA Agent shall promptly inform the Common Security Agent of the contents of any notice or document received by it in its capacity as the POA Agent under or in connection with the Power of Attorney. (e) All references to the Common Security Agent in Clauses 21.4 (Duties of the Common Security Agent) (other than paragraph (f)), 21.7 (Business with the Group),_21.5 (No fiduciary duties to Debtors, Security Providers, Bondco or Subordinated Creditors) to 21.12 (Primary Creditors’ indemnity to the Common Security Agent), 21.14 (Confidentiality) to 21.20 (Insurance by the Common Security Agent) and 21.24 (Acceptance of title) shall include references to the POA Agent acting as agent under the Power of Attorney. (f) The POA Agent may resign by giving notice to the Common Security Agent and the Company, in which case the Common Security Agent may (after consultation with the Company) appoint a successor POA Agent which is a financial institution operating in the Macau SAR. (g) Subject to paragraph (i) below, if the Common Security Agent has not appointed a successor POA Agent in accordance with paragraph (f) above within 30 days after notice of resignation was given, the POA Agent may (after consultation with the Company) appoint, by a further power of attorney, a successor POA Agent which is (i) a financial institution operating in the Macau SAR and (ii) is acceptable to the Common Security Agent. (h) Subject to paragraph (i) below, at any time, the Common Security Agent may (after consultation with the Company), by not less than 7 days’ notice to the POA Agent, copied to the Company, replace the POA Agent with a successor POA Agent appointed by it which is a financial institution operating in the Macau SAR. (i) The POA Agent’s resignation and replacement shall only take effect upon satisfaction of each of the following conditions: (i) the appointment of a successor POA Agent; and (ii) the Common Security Agent either: (A) procured the revocation of the Power of Attorney granted in favour of the POA Agent and procured a new Power of Attorney granted in favour of the successor POA Agent; or (B) is satisfied that the POA Agent has executed a power of attorney without reservation (in form and substance satisfactory to the Common Security Agent) in favour of the successor POA Agent in respect of all of its powers and other rights and authority under the relevant Power of Attorney and has irrevocably and unconditionally divested itself in full of its powers, rights and authority thereunder. (j) Upon the appointment of a successor POA Agent and replacement of the existing POA Agent, the existing POA Agent shall be discharged from any further obligation in respect of the Power of Attorney. Its successor and each of the other Parties hereto shall have the same rights and obligations among themselves as they would have had if such successor had been an original Party hereto. (k) The Company agrees that it will pay the fees of any successor POA Agent which shall be on reasonable market terms applicable to a financial institution operating in the Macau SAR undertaking obligations and responsibilities of the type contemplated herein and under the relevant Power of Attorney.

The POA Agent. (a) The Common Security Agent appoints the POA Agent to act as agent of the Common Security Agent under the Power of Attorney. (b) The POA Agent may not exercise any of its rights under the Power of Attorney without the instructions of the Common Security Agent, and the POA Agent shall act and exercise rights under the Power of Attorney only in accordance with the instructions given to it by the Common Security Agent. (c) The Power of Attorney shall be held and kept by the Common Security Agent and the Common Security Agent shall deliver the Power of Attorney to the POA Agent if and when required for the exercising of rights by the POA Agent under the Power of Attorney. (d) The POA Agent shall promptly inform the Common Security Agent of the contents of any notice or document received by it in its capacity as the POA Agent under or in connection with the Power of Attorney. (e) All references to the Common Security Agent in Clause 28.6 (Business with the Group), Clauses 21.4 (Duties of the Common Security Agent) 29.4 (other than paragraph (f)) (Duties of the Security Agent), 21.7 (Business with the Group),_21.5 29.5 (No fiduciary duties to Debtors, Security Providers, Bondco or Subordinated CreditorsObligors) to 21.12 29.10 (Primary CreditorsLenders’ and Hedge Counterparties’ indemnity to the Common Security Agent), 21.14 Clauses 29.12 (Confidentiality) to 21.20 29.18 (Insurance by the Common Security Agent) and 21.24 Clause 29.22 (Acceptance of title) shall include references to the POA Agent acting as agent under the Power of Attorney. (f) The POA Agent may resign by giving notice to the Common Security Agent and the CompanyBorrower, in which case the Common Security Agent may (after consultation with the CompanyBorrower) appoint a successor POA Agent which is a financial institution operating in the Macau SAR. (g) Subject to paragraph (i) below, if the Common Security Agent has not appointed a successor POA Agent in accordance with paragraph (f) above within 30 days after notice of resignation was given, the POA Agent may (after consultation with the CompanyBorrower) appoint, by a further power of attorney, a successor POA Agent which is (i) a financial institution operating in the Macau SAR and (ii) is acceptable to the Common Security Agent. (h) Subject to paragraph (i) below, at any time, the Common Security Agent may (after consultation with the CompanyBorrower), by not less than 7 days’ days notice to the POA Agent, copied to the CompanyBorrower, replace the POA Agent with a successor POA Agent appointed by it which is a financial institution operating in the Macau SAR. (i) The POA Agent’s resignation and replacement shall only take effect upon satisfaction of each of the following conditions: (i) the appointment of a successor POA Agent; and (ii) the Common Security Agent either: (A) procured the revocation of the Power of Attorney granted in favour of the POA Agent and procured a new Power of Attorney granted in favour of the successor POA Agent; or (B) is satisfied that the POA Agent has executed a power of attorney without reservation (in form and substance satisfactory to the Common Security Agent) in favour of the successor POA Agent in respect of all of its powers and other rights and authority under the relevant Power of Attorney and has irrevocably and unconditionally divested itself in full of its powers, rights and authority thereunder. (j) Upon the appointment of a successor POA Agent and replacement of the existing POA Agent, the existing POA Agent shall be discharged from any further obligation in respect of the Power of Attorney. Its successor and each of the other Parties hereto shall have the same rights and obligations among amongst themselves as they would have had if such successor had been an original Party hereto. (k) The Company Borrower agrees that it will pay the fees of any successor POA Agent which shall be on reasonable market terms applicable to a financial institution operating in the Macau SAR undertaking obligations and responsibilities of the type contemplated herein and under the relevant Power of Attorney.