Common use of Appointment of Attorney Clause in Contracts

Appointment of Attorney. Effective at any time when a Lease Event of Default shall have occurred and be continuing, (i) unless Assignee and Mortgagee (so long as the Lien of the Trust Indenture has not been discharged), in their sole discretion, shall notify Manufacturer or Engine Manufacturer, as the case may be, to the contrary, the authorization given to Assignor under Section 3 hereof to enforce such rights and claims shall henceforth cease to be effective and Assignee and its successors and permitted assigns shall, to the exclusion of Assignor, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and Assignor shall, at the request of Assignee or its successors or permitted assigns and at Assignor's expense, cooperate with and take such action as is reasonably necessary to enable Assignee and its successors and permitted assigns to enforce such rights and claims, and (ii) Assignor does hereby constitute Assignee, its successors and permitted assigns, Assignor's true and lawful attorney, irrevocably, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all monies and claims for monies due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft or the Engine Warranties in respect of the Engines, as the case may be, to the extent that the same have been assigned by this Assignment and, for such period as Assignee may exercise rights with respect thereto under this Assignment, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceeding and to obtain any recovery in connection therewith which Assignee may deem to be necessary or advisable in the premises.

Appointment of Attorney. Effective at any time when a Lease Event The Pledgor hereby irrevocably and by way of Default shall have occurred and be continuing, (i) unless Assignee and Mortgagee (so long as security for the Lien performance of its obligations hereunder appoints the Trust Indenture has not been discharged), in their sole discretion, shall notify Manufacturer or Engine Manufacturer, as the case may be, to the contrary, the authorization given to Assignor under Section 3 hereof to enforce such rights and claims shall henceforth cease Pledgee to be effective and Assignee and its successors and permitted assigns shall, to the exclusion of Assignor, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and Assignor shall, at the request of Assignee or its successors or permitted assigns and at Assignor's expense, cooperate with and take such action as is reasonably necessary to enable Assignee and its successors and permitted assigns to enforce such rights and claims, and (ii) Assignor does hereby constitute Assignee, its successors and permitted assigns, Assignor's true and lawful attorney, irrevocably-in-fact, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all monies and claims for monies due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft or the Engine Warranties in respect of the Engines, as the case may be, to the extent that the same have been assigned by this Assignment andsubstitution, for the Pledgor and in its name or otherwise and on its behalf and as its act and deed to sign, seal, execute and deliver any document or deed and do all such period as Assignee assurances, acts and things which the Pledgee may exercise rights with respect thereto under this Assignment, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceeding and to obtain any recovery in connection therewith which Assignee may reasonably deem to be necessary in order to give full effect to the purposes of this Agreement provided that the Pledgee shall not exercise the authority conferred on it under this Section unless a Security Event has occurred. No action taken or advisable omitted to be taken by the Pledgee pursuant to this Section shall give rise to any defense, counterclaim or other right of set-off in favor of the premises.Pledgor or affect in any manner whatsoever any of the Secured Obligations except in cases of willful misconduct or gross negligence on the part of the Pledgee. The Pledgor will take such reasonable acts as may be necessary to ratify or confirm any actions taken by the Pledgee as attorney-in-fact as provided herein. The Pledgee shall not have any obligation to exercise any of the powers hereby conferred upon it, or to make any demand or enquiry as to the nature or sufficiency of

Appointment of Attorney. Effective at any time when a Lease Event of Default shall have occurred and be continuing, (i) unless Assignee and Mortgagee (so long as The Subscriber hereby irrevocably appoints the Lien President of the Trust Indenture has not been discharged), in their sole discretion, shall notify Manufacturer Issuer or Engine Manufacturerfailing him the Secretary of the Issuer, as may be in office from time to time, as attorney in fact (the case may be“Attorney”) for the Subscriber and hereby irrevocably authorizes such person as such attorney in fact to make, to the contrary, the authorization given to Assignor under Section 3 hereof to enforce such rights sign and claims shall henceforth cease to be effective and Assignee and its successors and permitted assigns shall, to the exclusion of Assignor, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and Assignor shall, at the request of Assignee or its successors or permitted assigns and at Assignor's expense, cooperate with and take such action as is reasonably necessary to enable Assignee and its successors and permitted assigns to enforce such rights and claims, and (ii) Assignor does hereby constitute Assignee, its successors and permitted assigns, Assignor's true and lawful attorney, irrevocably, with full power (deliver in the name of Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for on behalf of the Subscriber: any and all monies and claims shareholders resolutions as may be deemed necessary or desirable by the directors of the Issuer to provide for monies due and any changes in the Issuer's constating documents to enable the Issuer to become due undera reporting issuer in British Columbia or elsewhere, for the waiving of the production of financial statements, appointment of auditor and holding of an annual general meeting, and for such other resolutions as the Attorney deems necessary or arising out ofdesirable from time to time; and any and all escrow, pooling and resale restriction agreements and other instruments and documents (collectively, the Purchase Agreement "Escrow Arrangements") which such Attorney sees fit in respect his discretion to give on the Subscriber's behalf pursuant to the requirements of the Aircraft regulatory authorities in British Columbia or elsewhere having jurisdiction over the Issuer or the Engine Warranties Securities, any exchange or other market or quotation system on which Issuer's securities Issuer are or will be listed, and under any agreement or arrangement between the Issuer and an underwriter, selling agent or sponsor, and otherwise pursuant to this subscription agreement, in respect connection with an initial public offering or other going public transaction of any of the EnginesIssuer's securities, all on such terms and subject to such conditions as such attorney sees fit in his discretion, The foregoing power of attorney is a power coupled with an interest and shall remain effective until such time as the case may beIssuer becomes a reporting issuer or equivalent in any jurisdiction of Canada, and shall survive the assignment by the Subscriber of the whole or any part of its interest and extends to the extent administrators, successors and assigns of the Subscriber. The undersigned acknowledges that the same have been assigned by this Assignment andability of the Issuer to become a reporting issuer or equivalent in any jurisdiction is dependent on factors beyond the Issuer's control, include the requirements of regulatory authorities having jurisdiction, the success of the Issuer's business endeavours and the general state of the capital markets from time to time, and no assurances can be made that the Issuer will ever become a reporting issuer or equivalent in any jurisdiction. The Subscriber waives any claim for such period as Assignee may exercise rights with respect thereto under this Assignmentlosses, to endorse any checks costs, expenses, damages or other instruments liability (“Claims”) it may have against the Attorney pursuant to the execution of the power granted in section 8.1 above, and the Subscriber agrees to fully indemnify and hold harmless the Attorney against any Claims the Attorney may suffer or orders incur pursuant to or as a result of the exercise of the power granted in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceeding and to obtain any recovery in connection therewith which Assignee may deem to be necessary or advisable in the premisessection 8.1.

Appointment of Attorney. Effective at any time when a Lease Event of Default shall have occurred and be continuing, (i) unless Assignee and Mortgagee (so long as the Lien of the Trust Indenture has not been discharged), in their sole discretion, shall notify Manufacturer or Engine Manufacturer, as the case may be, to the contrary, the authorization given to Assignor under Section 3 hereof to enforce such rights and claims shall henceforth cease to be effective and Assignee and its successors and permitted assigns shall, to the exclusion of Assignor, be entitled to assert and enforce such rights and claims as substitute party plaintiff or otherwise, and Assignor shall, at the request of Assignee or its successors or permitted assigns and at Assignor's expense, cooperate with and take such action as is reasonably necessary to enable Assignee and its successors and permitted assigns to enforce such rights and claims, and (ii) Assignor does hereby constitute Assignee, its successors and permitted assigns, Assignor's true and lawful attorney, irrevocably, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all monies and claims for monies due and to become due under, or arising out of, the Purchase Agreement in respect of the Aircraft or the Engine Warranties in respect of the Engines, as the case may be, to the extent that the same have been assigned by this Assignment and, for PURCHASE AGREEMENT AND ENGINE WARRANTIES ASSIGNMENT ROLLS PAGE 7 344 such period as Assignee may exercise rights with respect thereto under this Assignment, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute (or, if previously commenced, assume control of) any proceeding and to obtain any recovery in connection therewith which Assignee may deem to be necessary or advisable in the premises.