Agent as Attorney in Fact. The Agent is hereby appointed the attorney-in-fact of the Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments or documents that the Agent may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest, although the Agent agrees not to exercise its rights under this power of attorney unless, in its opinion or the opinion of its legal counsel, an Event of Default has occurred that the Agent has not declared in writing to have been cured or waived. Without limiting the generality of the foregoing, but subject to Section 18.3, the Agent shall have the right and power during the occurrence and continuation of any Event of Default to receive, endorse, collect and control all checks or instruments made payable to the order of the Seller and all other forms of payment to the Seller that represent any payment on account of the principal of or interest on or proceeds from any of the Purchased Loans and to give full discharge for the same.
Agent as Attorney in Fact. (a) Borrower hereby irrevocably constitutes and appoints 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 Borrower and in the name of Borrower or in its own name, from time to time in Agent's discretion, for the purpose of carrying out the terms of this Agreement, without notice to or assent by Borrower, upon the occurrence and during the continuance of an Event of Default:
(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 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 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 Borrower for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes or Liens 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;
(A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to Agent or as Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other Documents constituting or relating to the Collateral; (D) to settle and adjust any claims under all policies of insurance covering the Collateral; (E) 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; (F) to defend any suit, action or proceeding brought against Borrower with respect to any Collateral; (G) to settle, compromise or adjust any suit, action or proceeding described above and, in co...
Agent as Attorney in Fact. (a) Grantor hereby irrevocably constitutes and designates Agent as its attorney-in-fact at all times prior to the termination of this Agreement pursuant to Section 13 hereof, to:
(i) following the occurrence and during the continuance of an Event of Default, supplement and amend from time to time Schedule I of this Agreement to include any new or additional FC2 Intellectual Property of Grantor.
(ii) exercise any of the rights and powers referenced herein in accordance with this Agreement.
(b) The grant of this power of attorney, being coupled with an interest, shall be irrevocable until the Obligations are paid in full.
(c) Agent shall not be obligated to do any of the acts or to exercise any of the powers authorized by Section 8, Section 9 or Section 10 of this Agreement, but if Agent elects to do any such act or to exercise any of such powers, it shall not be accountable for more than it actually receives as a result of such exercise of power, and shall not be responsible to Grantor for any act or omission to act, except to the extent Agent acted with gross negligence or willful misconduct as determined by a court of competent jurisdiction.
Agent as Attorney in Fact. (a) Each Pledgor does hereby make, constitute and appoint the Agent, and any officer or agent of the Agent, with full power of substitution, as such Pledgor’s attorney-in-fact, with power, in its own name or in the name of such Pledgor, upon the occurrence and during the continuance of an Event of Default, and after giving notice with the right to cure to the other members of the Company as set forth in section 2(i) above, generally to do (to the extent so permitted) at the Agent’s option, at any time or from time to time, all acts and things that the Agent deems necessary to protect, preserve and realize upon the Pledged Collateral and the Agent’s security interest therein to effect the intent of this Agreement, all as fully and effectually as such Pledgor might or could do; and such Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Secured Obligations shall be outstanding.
(b) Solely with respect to Article 8 Matters (as hereinafter defined), the Pledgor hereby irrevocably grants and appoints the Agent as such Pledgor’s true and lawful proxy, for and in such Pledgor’s name, place and stead, upon the occurrence and during the continuance of an Event of Default, and after giving notice with the right to cure to the other members of the Company as set forth in section 2(i) above, to vote the Pledged Interests in the Company by such Pledgor, whether directly or indirectly, beneficially or of record, now owned or hereafter acquired, with respect to such Article 8
Agent as Attorney in Fact. If an Event of Default has occurred and is continuing, the Agent and any officer or agent thereof, with full power of substitution, is hereby appointed the attorney-in-fact (with special power of attorney) of the Corporation for the purpose of carrying out the provisions of the Transaction Documents, and taking any action and executing any instrument that the Agent may deem necessary or advisable to accomplish the purposes of the Transaction Documents, which appointment as attorney-in-fact is irrevocable and coupled with an interest and, without limiting the generality of the foregoing, gives the Agent and any officer or agent thereof the power and right on behalf of the Corporation without notice to or assent by any of the foregoing to do the following when and to the extent that it is authorized or directed to do so pursuant to the terms of this Agreement or any of the Collateral Documents:
(a) to ask for, demand, sxx for, collect, receive and give acquittance for any and all moneys due or to become due with respect to, and solely to the extent of, the rights assigned to it as Collateral by or on behalf of the Corporation;
(b) to receive, take or endorse, assign and deliver (as instructed) any and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments, documents and chattel paper taken or received by the Agent as Collateral in connection with any Collateral Document or any other relevant Transaction Document;
(c) to commence, file, prosecute, defend, settle, compromise, adjust, revoke, cancel, annul, move to dismiss or otherwise undo any claim, suit, action or proceeding with respect to any lien granted for the benefit and on behalf of the Participants in the Collateral pursuant to any Collateral Document;
(d) to sell, transfer, assign or otherwise deal in or with the Collateral or any part of the Collateral pursuant to the terms and conditions of this Agreement and the Collateral Documents; and
(e) to do, at its option and at the expense and for the account of the Corporation at any time or from time to time, all acts and that the Agent deems reasonably necessary to protect or preserve the Collateral and to realize upon such Collateral. The Corporation ratifies and confirms all actions taken by the Agent in accordance with the power of attorney granted by this Section.
Agent as Attorney in Fact. Each Company hereby appoints Agent, with full power of substitution, as such Company'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 irrevocable and coupled with an interest.
Agent as Attorney in Fact. In connection with the agreement of the ------------------------- Principals to appoint the Agent to act in the name place and stead of the Principals as provided above, the Principals hereby irrevocably designate and appoint Agent to act on behalf of the Principals as their attorney-in-fact in exercising its authority under this Agreement and in exercising rights and remedies of Secured Party under the Security Agreement. Agent is hereby irrevocably constituted and appointed as the true and lawful attorney-in-fact with full power of attorney and authority in the name, place and stead of the Principals to take action and to execute, acknowledge, deliver, file and record all such documents in exercising Agent's authority as aforesaid. The appointment of Agent as attorney-in-fact shall be deemed to be a power coupled with an interest and shall survive the bankruptcy, death or incompetency of any one or more of the Principals, hereby giving such power for the transfer or assignment of any of their interests covered hereby.
Agent as Attorney in Fact. 9.1 The Grantors hereby irrevocably constitute and designate the Agent as and for the Grantors’ attorney in fact, effective following the occurrence and during the continuance of an Event of Default:
(a) To supplement and amend from time to time Exhibits A and B of this Agreement to include any new or additional Intellectual Property of the Grantors.
(b) To exercise any of the rights and powers referenced herein.
(c) To execute all such instruments, documents, and papers as the Agent determines to be appropriate in connection with the exercise of such rights and remedies and to cause the sale, license, assignment, transfer, or other disposition of the Intellectual Property.
9.2 The foregoing grant of a power of attorney, being coupled with an interest, shall be irrevocable until this Agreement is terminated by a duly authorized officer of the Agent.
9.3 The Agent shall not be obligated to do any of the acts or to exercise any of the powers authorized by Section 9.1, but if the Agent elects to do any such act or to exercise any of such powers, it shall not be accountable for more than it actually receives as a result of such exercise of power, and shall not be responsible to any Grantor for any act or omission to act except for any act or omission to act as to which there is a final determination made in a judicial proceeding (in which proceeding the Agent has had an opportunity to be heard) by a court of competent jurisdiction which determination includes a specific finding that the subject act or omission to act had been grossly negligent or in actual bad faith.
Agent as Attorney in Fact. The Agent is xxxxxx appointed the attorney-in- fact of the Seller for the purpose of carrying out the provisions of this Agreement and taking
Agent as Attorney in Fact
