Agent Appointed Attorney. IN-FACT Each Debtor hereby irrevocably appoints Agent as such Debtor's attorney-in-fact, with full authority in the place and stead of such Debtor and in the name of such Debtor, Agent or otherwise, from time to time after the occurrence and during the continuation of an Event of Default, in Agent's discretion, to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to obtain and adjust insurance required to be paid to Agent;
(b) to ask, demand, collect, sue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;
(c) to receive, endorse, and collect any drafts or other Instruments and Documents in connection with clauses (a) and (b)above;
(d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to pay or discharge taxes or Liens, levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Agent in its sole discretion, and such payments made by Agent to become obligations of the respective Debtor to Agent, due and payable immediately without demand;
(f) To sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and
(g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and the respective Debtor's expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral, including, without limitation, to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Debtor. Each Debtor hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8. Neither Agent nor any Perso...
Agent Appointed Attorney. To the extent permitted by Applicable Law, each Credit Party irrevocably appoints the Agent to be the attorney of such Credit Party in the name and on behalf of such Credit Party to execute any instruments and do any things which such Credit Party ought to execute and do, and has not executed or done, under the covenants and provisions contained in this Agreement and generally to use the name of such Credit Party in the exercise of all or any of the powers hereby conferred on the Agent with full powers of substitution and revocation. Such power of attorney, being coupled with an interest, is irrevocable.
Agent Appointed Attorney in-Fact. Each Pledgor hereby irrevocably appoints the Agent such Pledgor's attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time after the occurrence and during the continuance of an Event of Default in the Agent's discretion, to take any action and to execute any instrument that the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 12,
(b) to ask for, demand, collect, sue for, recover, compromise, receive and give acquixxxnce and receipts for moneys due and to become due under or in respect of any of the Collateral,
(c) to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) or (b) above, and
(d) to file any claims or take any action or institute any proceedings that the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the rights of the Agent with respect to any of the Collateral.
Agent Appointed Attorney. IN-FACT Effective upon the occurrence and continuation of an Event of Default or a Default, the Borrower hereby appoints the Agent the Borrower's attorney-in-fact, with full power of substitution, to submit any Pledged Mortgage Loan or Mortgage-backed Security which constitutes Collateral and related documents to a purchaser under a Take-Out Commitment and for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name of the Borrower without recourse to the Agent or any Lender any instrument, including, but not limited to, the instruments described in Section 2 hereof, which the Agent may deem necessary or advisable to accomplish the purpose hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Borrower representing any payment or reimbursement made under, or pursuant or with respect to, the Collateral or any part thereof and to give full discharge for the same. Whether or not an Event of Default or a Default shall have occurred or be continuing, the Borrower hereby authorizes the Agent in its discretion at any time and from time to time to (i) complete or cause to be completed any assignment of real estate mortgage or deed of trust which heretofore was, or hereafter at any time may be, executed and delivered by the Borrower to the Agent so that such assignment describes a real estate mortgage or deed of trust which is security for any Pledged Mortgage Loan now or hereafter at any time constituting Collateral and (ii) complete or cause to be completed any other assignment or endorsement that was delivered in blank hereunder.
Agent Appointed Attorney in-Fact and Proxy. The Pledgor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact and proxy with full irrevocable power and authority in the place and stead of the Pledgor and in the name of the Pledgor or in its own name, from time to time in the Agent’s discretion upon the occurrence and during the continuance of any Event of Default, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, indorse and collect all instruments made payable to the Pledgor representing any dividend or other distribution or payment in respect of the Pledged Collateral or any part thereof and to give full discharge of the same and to vote or grant any consent in respect of the Pledged Shares authorized by Section 6(b) hereof; provided, however, that the Agent will forbear from exercising the power of attorney or any of the rights granted to the Agent pursuant to this Section 8 unless and until the Agent shall have requested that Pledgor take such action, and Pledgor shall have failed to take such action within five (5) days of its receipt of such request. The Pledgor hereby ratifies, to the extent permitted by law, all that any said attorney shall lawfully do or cause to be done by virtue hereof. This power, being coupled with an interest, is irrevocable until the Obligations are paid in full and all commitments under the Credit Agreement and the Loan Documents have terminated.
Agent Appointed Attorney. IN-FACT. Each Assignor hereby irrevocably appoints the Agent as such Assignor's attorney-in-fact, with full authority in the place and stead of such Assignor and in the name of such Assignor or otherwise, from time to time upon the occurrence and during the continuation of an Event of Default in the Agent's discretion, to take any action and to execute any instrument or document which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement and to exercise any rights and remedies the Agent, the Lenders and the Swingline Lender may have under this Agreement or Applicable Law, including, without limitation: (i) to ask, demand, collect, sue xxx, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (ii) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper in connection with clause (i) above and (iii) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect C-5 110 to any of the Collateral. The power-of-attorney granted hereby is irrevocable and coupled with an interest.
Agent Appointed Attorney in-Fact. Granter hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as Grantor's true and lawful attorney-in-fact, for the purpose of taking such action and executing agreements, instruments and other documents, in the name of Grantor or otherwise, not inconsistent with the express provisions of this Agreement, as the Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is an agency coupled with an interest and is irrevocable until payment in full of all Obligations. The Agent agrees that until the occurrence and continuation of an Event of Default, it will forbear from exercising the power of attorney or any rights granted to the Agent pursuant to this Section 16.
Agent Appointed Attorney in-Fact
7.1 Debtor hereby irrevocably appoints Agent as Debtor's attorney-in-fact, with full authority in the place and stead of Debtor and in the name of Debtor, Agent or otherwise, from time to time in Agent's discretion, at any time an Event of Default or Sales Agent Default has occurred and remains continuing, to take any action (other than those described in Section 7.2 below) and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to obtain and adjust insurance required to be paid to Agent;
(b) to ask, demand, collect, sue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;
Agent Appointed Attorney. IN-FACT. Pledgor hereby constitutes and appoints Agent, with full power of substitution, Pledgor's attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Agent shall have the power to arrange for the transfer, upon or at any time after the occurrence of an Event of Default, of any of the Pledged Collateral on the books of Company to the name of Agent or Agent's nominee. Pledgor agrees to indemnify and save Agent and Lenders harmless from and against any liability or damage which Agent or any Lender may suffer or incur, in the exercise or performance of any of Agent's powers and duties specifically set forth herein.
Agent Appointed Attorney in-Fact. Grantor hereby irrevocably appoints Agent as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor or otherwise, from time to time in Agent's discretion, to take any action and to execute any instrument which Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (a) following the occurrence and during the continuance of a Default, to:
(i) obtain and adjust insurance required to be paid to the Agent or any Holders of Secured Obligations pursuant to the Credit Agreement;
(ii) 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;
(iii) receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (ii) above; and
(iv) file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral, or otherwise to enforce the rights of Agent with respect to any of the Collateral; and (b) at any time, to:
(i) obtain access to records maintained for Grantor by computer services companies and other service companies or bureaus;
(ii) send requests under Grantor's, the Agent's or a fictitious name to Grantor's customers or account debtors for verification of Accounts provided that the Agent gives the Grantor notice prior to initiating any such verifications; and
(iii) do all other things reasonably necessary to carry out this Agreement.
