Common use of Administrator Appointed Attorney-in-Fact Clause in Contracts

Administrator Appointed Attorney-in-Fact. The Borrower hereby irrevocably appoints the Administrator (for the benefit of the Secured Parties) as the Borrower’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Administrator’s discretion, after the occurrence and during the continuation of a Significant Event to take any action and to execute any instrument which the Administrator may deem necessary or advisable to accomplish the purposes of the Transaction Documents, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrator may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrator (for the benefit of the Secured Parties) with respect to any of the Collateral; (d) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions hereunder; and (e) to perform the affirmative obligations of the Borrower under the Transaction Documents; provided that the Administrator shall not take the action or execute any instrument to accomplish the purposes described in (a), (b), or (c) until it has given written notice pursuant to Section 11.7 of revocation of the appointment of Jarden as the Servicer hereunder. The Administrator agrees to give the Borrower and the Servicer prior written notice of the taking of any such action described in (d) or (e) above, but the failure to give such notice (other than any notice required to be given pursuant to the UCC) shall not affect the rights, power or authority of the Administrator with respect thereto. The Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.2 is irrevocable and coupled with an interest.

Administrator Appointed Attorney-in-Fact. The Borrower hereby irrevocably appoints the Administrator (for the benefit of the Secured Parties) as the Borrower’s 's attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Administrator’s 's discretion, after the occurrence and during the continuation of a Significant Event to take any action and to execute any instrument which the Administrator may deem necessary or advisable to accomplish the purposes of the Transaction Documents, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrator may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrator (for the benefit of the Secured Parties) with respect to any of the Collateral; (d) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions hereunder; and (e) to perform the affirmative obligations of the Borrower under the Transaction Documents; provided that the Administrator shall not take the action or execute any instrument to accomplish the purposes described in (a), (b), or (c) until it has given written notice pursuant to Section 11.7 of revocation of the appointment of Jarden as the Servicer hereunder. The Administrator agrees to give the Borrower and the Servicer prior written notice of the taking of any such action described in (d) or (e) aboveaction, but the failure to give such notice (other than any notice required to be given pursuant to the UCC) shall not affect the rights, power or authority of the Administrator with respect thereto. The Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.2 is irrevocable and coupled with an interest.

Administrator Appointed Attorney-in-Fact. The Borrower hereby ---------------------------------------- irrevocably appoints the Administrator (for the benefit of the Secured Parties) as the Borrower’s 's attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Administrator’s 's discretion, after the occurrence and during the continuation of a Significant Event to take any action and to execute any instrument which the Administrator may deem necessary or advisable to accomplish the purposes of the Transaction Documents, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above;; ---------- (c) to file any claims or take any action or institute any proceedings which the Administrator may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrator (for the benefit of the Secured Parties) with respect to any of the Collateral; (d) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions hereunder; and (e) to perform the affirmative obligations of the Borrower under the Transaction Documents; provided that the Administrator shall not take the action or execute any instrument to accomplish the purposes described in (a), (b), or (c) until it has given written notice pursuant to Section 11.7 of revocation of the appointment of Jarden as the Servicer hereunder. The Administrator agrees to give the Borrower and the Servicer prior written notice of the taking of any such action described in (d) or (e) aboveaction, but the failure to give such notice (other than any notice required to be given pursuant to the UCC) shall not affect the rights, power or authority of the Administrator with respect thereto. The Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.2 is irrevocable and coupled with an interest.. -----------

Administrator Appointed Attorney-in-Fact. The Borrower hereby irrevocably appoints the Administrator (for the benefit of the Secured Parties) as the Borrower’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Administrator’s discretion, after the occurrence and during the continuation of a Significant Event to take any action and to execute any instrument which the Administrator may deem necessary or advisable to accomplish the purposes of the Transaction Documents, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrator may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrator (for the benefit of the Secured Parties) with respect to any of the Collateral; (d) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions hereunder; and (e) to perform the affirmative obligations of the Borrower under the Transaction Documents; provided that the Administrator shall not take the action or execute any instrument to accomplish the purposes described in (a), (b), or (c) until it has given written notice pursuant to Section 11.7 of revocation of the appointment of Jarden as the Servicer hereunder. The Administrator agrees to give the Borrower and the Servicer prior written notice of the taking of any such action described in (d) or (e) aboveaction, but the failure to give such notice (other than any notice required to be given pursuant to the UCC) shall not affect the rights, power or authority of the Administrator with respect thereto. The Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.2 is irrevocable and coupled with an interest.

Administrator Appointed Attorney-in-Fact. The Borrower hereby irrevocably appoints the Administrator (for the benefit of the Secured Parties) as the Borrower’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Administrator’s discretion, after the occurrence and during the continuation of a Significant Event to take any action and to execute any instrument which the Administrator may deem necessary or advisable to accomplish the purposes of the Transaction Documents, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral or the Letter of Credit Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrator may deem necessary or desirable for the collection of any of the Collateral or the Letter of Credit Collateral or otherwise to enforce the rights of the Administrator (for the benefit of the Secured Parties) with respect to any of the Collateral or the Letter of Credit Collateral; (d) to sell, transfer, assign or otherwise deal in or with the Collateral or the Letter of Credit Collateral or any part thereof pursuant to the terms and conditions hereunder; and (e) to perform the affirmative obligations of the Borrower under the Transaction Documents; provided that the Administrator shall not take the action or execute any instrument to accomplish the purposes described in (a), (b), or (c) until it has given written notice pursuant to Section 11.7 of revocation of the appointment of Jarden as the Servicer hereunder. The Administrator agrees to give the Borrower and the Servicer prior written notice of the taking of any such action described in (d) or (e) aboveaction, but the failure to give such notice (other than any notice required to be given pursuant to the UCC) shall not affect the rights, power or authority of the Administrator with respect thereto. The Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.2 is irrevocable and coupled with an interest.

Administrator Appointed Attorney-in-Fact. The Borrower hereby irrevocably appoints the Administrator (for the benefit of the Secured Parties) as the Borrower’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Administrator’s discretion, after the occurrence and during the continuation of a Significant Event to take any action and to execute any instrument which the Administrator may deem necessary or advisable to accomplish the purposes of the Transaction Documents, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral or the Letter of Credit Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrator may deem necessary or desirable for the collection of any of the Collateral or the Letter of Credit Collateral or otherwise to enforce the rights of the Administrator (for the benefit of the Secured Parties) with respect to any of the Collateral or the Letter of Credit Collateral; (d) to sell, transfer, assign or otherwise deal in or with the Collateral or the Letter of Credit Collateral or any part thereof pursuant to the terms and conditions hereunder; and (e) to perform the affirmative obligations of the Borrower under the Transaction Documents; provided that the Administrator shall not take the action or execute any instrument to accomplish the purposes described in (a), (b), or (c) until it has given written notice pursuant to Section 11.7 of revocation of the appointment of Jarden as the Servicer hereunder. The Administrator agrees to give the Borrower and the Servicer prior written notice of the taking of any such action described in (d) or (e) above, but the failure to give such notice (other than any notice required to be given pursuant to the UCC) shall not affect the rights, power or authority of the Administrator with respect thereto. The Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.2 is irrevocable and coupled with an interest.

Administrator Appointed Attorney-in-Fact. The Borrower hereby irrevocably appoints the Administrator (for the benefit of the Secured Parties) as the Borrower’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Administrator’s discretion, after the occurrence and during the continuation of a Significant Event to take any action and to execute any instrument which the Administrator may deem necessary or advisable to accomplish the purposes of the Transaction Documents, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrator may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrator (for the benefit of the Secured Parties) with respect to any of the Collateral; (d) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions hereunder; and (e) to perform the affirmative obligations of the Borrower under the Transaction Documents; provided that the Administrator shall not take the action or execute any instrument to accomplish the purposes described in (a), (b), or (c) until it has given written notice pursuant to Section 11.7 of revocation of the appointment of Jarden as the Servicer hereunder. The Administrator agrees to give the Borrower and the Master Servicer prior written notice of the taking of any such action described in (d) or (e) aboveaction, but the failure to give such notice (other than any notice required to be given pursuant to the UCC) shall not affect the rights, power or authority of the Administrator with respect thereto. The Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.2 is irrevocable and coupled with an interest.

Administrator Appointed Attorney-in-Fact. The Borrower hereby irrevocably appoints the Administrator (for the benefit of the Secured Parties) as the Borrower’s 's attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Administrator’s 's discretion, after the occurrence and during the continuation of a Significant Event to take any action and to execute any instrument which the Administrator may deem necessary or advisable to accomplish the purposes of the Transaction Documents, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrator may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrator (for the benefit of the Secured Parties) with respect to any of the Collateral; (d) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions hereunder; and (e) to perform the affirmative obligations of the Borrower under the Transaction Documents; provided that the Administrator shall not take the action or execute any instrument to accomplish the purposes described in (a), (b), or (c) until it has given written notice pursuant to Section 11.7 of revocation of the appointment of Jarden as the Servicer hereunder. The Administrator agrees to give the Borrower and the Master Servicer prior written notice of the taking of any such action described in (d) or (e) aboveaction, but the failure to give such notice (other than any notice required to be given pursuant to the UCC) shall not affect the rights, power or authority of the Administrator with respect thereto. The Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.2 is irrevocable and coupled with an interest.