Common use of Administrative Agent’s Appointment as Attorney-in-Fact Clause in Contracts

Administrative Agent’s Appointment as Attorney-in-Fact. (a) The Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any 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 the Borrower and in the name of the Borrower or in its own name, from time to time in the Administrative Agent’s discretion, for the purpose of carrying out the terms of this Loan Agreement, to take any and all appropriate action and to execute any and all documents and instruments related to the Collateral which may be necessary or desirable to accomplish the purposes of this Loan Agreement, and, without limiting the generality of the foregoing, the Borrower hereby gives the Administrative Agent the power and right, on behalf of the Borrower, without assent by the Borrower, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the name of the Borrower or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any insurance policy or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such insurance policy or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; (G) to make any filing or other submission to any Taxi Commission on behalf of the Borrower; and

Administrative Agent’s Appointment as Attorney-in-Fact. (a) The Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any 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 the Borrower and in the name of the Borrower or in its own name, from time to time in following the Administrative Agent’s discretion, for occurrence and during the purpose continuance of carrying out the terms an Event of this Loan AgreementDefault, to take any and all appropriate action and to execute any and all documents and instruments related to the Collateral which may be necessary or desirable to accomplish the purposes of this Loan Agreement, and, without limiting the generality of the foregoing, the Borrower hereby gives the Administrative Agent the power and right, on behalf of the Borrower, without assent by the by, but with notice to, Borrower, if an Event of Default shall have occurred and be continuing, to do the followingfollowing with respect to Collateral: (i) in the name of the Borrower or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys monies due under any mortgage insurance policy or with respect to payable on or on account of any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys monies due under any such mortgage insurance policy or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes that are currently due and payable and Liens (other than Permitted Encumbrances) levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys monies due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall directdirect for application in accordance with this Agreement; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneysmonies, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generally, to sell, transfer, pledge and make any filing agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and Borrower’s expense, at any time, and from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Borrower might do. Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until the date on which the Revolving Credit Commitments shall have been terminated and the Secured Obligations (other than surviving contingent obligations for which no demand for payment has been made) shall have been paid in full. (b) Borrower also authorizes the Administrative Agent, at any time and from time to time, to execute, in connection with any sale provided for in Section 10.2 hereof, any endorsements, assignments or other submission instruments of conveyance or transfer with respect to the Collateral and to file any Taxi Commission on behalf initial financing statements, amendments thereto and continuation statements with or without the signature of Borrower as authorized by applicable law, as applicable to all or any part of the Borrower; andCollateral and to file any initial financing statements, amendments thereto and continuation statements with or without the signature of Borrower as authorized by applicable law, as applicable to all or any part of the Collateral. (c) The powers conferred on the Administrative Agent are solely to protect the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent to exercise any such powers. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Administrative Agent nor any of its officers, directors, or employees shall be responsible to Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) The Borrower Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent Related Person 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 the Borrower such Grantor and in the name of the Borrower such Grantor or in its own name, from time to time in the Administrative Agent’s discretion, for the purpose of carrying out the terms of this the Loan AgreementDocuments, to take any and all appropriate action and to execute any and all documents and instruments related to the Collateral which document or instrument that may be necessary or desirable to accomplish the purposes of this the Loan AgreementDocuments following the occurrence and during the continuance of an Event of Default, and, without limiting the generality of the foregoing, the Borrower each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of the Borrowersuch Grantor, without notice to or assent by such Grantor, to do any of the Borrower, if following when an Event of Default shall have occurred exists and be continuing, is continuing (as at any time with respect to do the following:clause (ii) below): (i) in the name of the Borrower or such Grantor, in its own name, name or otherwise, to take possession of and endorse indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any insurance policy account or general intangible or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such insurance policy account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property that is part of the Collateral, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent's security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Second Lien Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; andor (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; , (B) to ask or demand for, collect, and collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, assignmentsfreight or express bill, verificationsbill of lading, notices storage or warehouse receipt, draft agxxxxt dxxxxrs, assignment, verification, notice and other documents document in connection with any of the Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any thereof and to enforce any other right in respect of any Collateral; , (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Borrower such Grantor with respect to any Collateral; , (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described in clause (E) above disputes and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; , (G) assign, to the extent permissible, any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, grant a Lien on, make any filing Contractual Obligation with respecx xx xxx xxxerwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent's option, at any time or other submission from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Taxi Commission on behalf Collateral and the Secured Parties' security interests therein and to effect the intent of the Borrower; andLoan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Second Lien Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) The Borrower Each of the Grantors hereby irrevocably constitutes and appoints the Administrative Agent and any 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 the Borrower such Grantor and in the name of the Borrower such Grantor or in its own name, from time to time in the Administrative Agent’s 's discretion, for the purpose of carrying out the terms of this Loan Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments related to the Collateral which may be necessary or and desirable to accomplish the purposes of this Loan Agreement, Agreement and the transactions contemplated hereby and, without limiting the generality of the foregoing, the Borrower hereby gives the Administrative Agent the power and right, on behalf of the Borrowersuch Grantor, without notice to or assent by any of the Borrower, if an Event of Default shall have occurred and be continuing, Grantors to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of the Borrower such Grantor or its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due under any insurance policy or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such insurance policy Collateral whenever payable and to file any claim or with respect to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or due, and to become due thereunder thereunder, directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, for any and all moneys, claims and other amounts due or due, and to become due at any time time, in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices in connection with accounts and other documents in connection with constituting or relating to any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower such Grantor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; (G) to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (H) generally to sell, transfer, pledge, make any filing agreement with respect to or other submission to otherwise deal with any Taxi Commission on behalf of the Borrower; andCollateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Grantors' expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's liens and security interests therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) The Administrative Agent agrees that, except as otherwise provided in this Agreement, it will forbear from exercising the power of attorney or any rights granted to the Administrative Agent pursuant to this subsection 3.8 except upon the occurrence and during the continuation of an Event of Default and after compliance with subsection 3.