Appointment of Administrative Agent as Attorney-In-Fact. The Borrower hereby constitutes and appoints the Administrative Agent 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, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower under this Agreement or any other Loan Document; and (g) sell, transfer, pledge, make any 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 the Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooper...
Appointment of Administrative Agent as Attorney-In-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints each of 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives each of the Administrative Agent and any officer or agent thereof the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following upon the occurrence and during the continuation of an Event of Default:
Appointment of Administrative Agent as Attorney-In-Fact. (a) Each Grantor 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, effective upon the occurrence of an Event of Default, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, (x) to endorse a Grantor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Administrative Agent’s possession or control and (y) upon the occurrence and during the continuation of an Event of Default, to do any or all of the:
Appointment of Administrative Agent as Attorney-In-Fact. Each Borrower hereby irrevocably authorizes and appoints the Administrative Agent, or any Person or agent the Administrative Agent may designate, as such Borrower's attorney-in-fact, at the Borrowers' cost and expense, to exercise, subject to the limitations set forth in Section 10.2, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations to the Lenders have been paid and satisfied in full and all of the Commitments have been terminated:
Appointment of Administrative Agent as Attorney-In-Fact. Each Borrower irrevocably designates, makes, constitutes and appoints Administrative Agent (and all persons reasonably designated by Administrative Agent, including, without limitation, Additional Collateral Agent), with full power of substitution, as Borrowers’ true and lawful attorney-in-fact (and not agent-in-fact) and Administrative Agent, or Administrative Agent's agent, may, without notice to any Borrower, and at such time or times thereafter as Administrative Agent or said agent, in its discretion, may determine, in Borrowers’ or Administrative Agent's name, at no duty or obligation on any Lender, do the following:
Appointment of Administrative Agent as Attorney-In-Fact. For the purpose of enabling the Administrative Agent to exercise its rights under this Section 5 or otherwise in connection with this Agreement, each Pledgor hereby (i) constitutes and appoints the Administrative Agent (and any of the Administrative Agent’s officers, employees or agents designated by the Administrative Agent) its true and lawful attorney-in-fact, with full power and authority to execute any notice, assignment, endorsement or other instrument or document, and to do any and all acts and things for and on behalf of such Pledgor, which the Administrative Agent may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce the Administrative Agent’s rights with respect to the Pledged Collateral and to accomplish the purposes hereof, and (ii) revokes all previous proxies with regard to the Pledged Collateral and appoints the Administrative Agent as its proxyholder with respect to the Pledged Collateral to attend and vote at any and all meetings of the shareholders, partners or members of the Pledged Subsidiaries held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor. Each such appointment is coupled with an interest and irrevocable so long as the Lenders have any Commitments, any Letter of Credit remains outstanding, any Swap Contract or any FX/Cash Management Agreements shall be in effect, or the Secured Obligations have not been paid and performed in full. Such Pledgor hereby ratifies, to the extent permitted by law, all that the Administrative Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 5.
Appointment of Administrative Agent as Attorney-In-Fact. (a) Each Guarantor hereby irrevocably constitutes and appoints each of 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 such Guarantor and in the name of such Guarantor or in its own name, for the purpose of carrying out the terms of this Agreement, effective upon the occurrence and during the continuance of an Event of Default, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Guarantor hereby gives each of the Administrative Agent the power and right, on behalf of such Guarantor, without notice to or assent by such Guarantor, to do any or all of the following upon the occurrence and during the continuation of an Event of Default:
Appointment of Administrative Agent as Attorney-In-Fact. Each Borrower irrevocably designates, makes, constitutes and appoints Administrative Agent (and all persons reasonably designated by Administrative Agent), with full power of substitution, as Borrower's true and lawful attorney-in-fact (and not agent-in-fact) and Administrative Agent, or Administrative Agent's agent, may, without notice to any Borrower, and at such time or times thereafter as Administrative Agent or said agent, in its discretion, may determine, in Borrowers' or Administrative Agent's name, at no duty or obligation on Lender, do the following:
Appointment of Administrative Agent as Attorney-In-Fact. Each Assignor hereby irrevocably constitutes and appoints Administrative Agent as its attorney-in-fact to demand, receive and enforce the respective rights and interests of Assignor with respect to the Agreements at any time after the occurrence and during the continuance of an Event of Default under the Credit Agreement, and give appropriate notices for and on behalf of and in the name of any Assignor or, at the option of Administrative Agent in the name of Administrative Agent, with the same force and effect as such Assignor could do if this Assignment had not been made.
Appointment of Administrative Agent as Attorney-In-Fact. Subject to any Program Agreement, the Issuer Trustee on behalf of the Trust hereby irrevocably appoints the Administrative Agent as the Trust’s attorney-in-fact (coupled with an interest) during the term of this Agreement, with full authority in the place and stead of and in the name of the Trust or otherwise, including full power of substitution, from time to time in the Administrative Agent’s discretion or as required by this Agreement, to take such actions on behalf of the Issuer Trustee on behalf of the Trust as the Administrative Agent may deem necessary or advisable to comply with or effect the purposes of this Agreement and any Program Agreement including, without limitation, to execute any written orders, documents, instruments or certificates in connection therewith, to amend or supplement any documents as necessary in connection with the Trust Fund, to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts or monies due and to become due to the Trust or otherwise owed thereto, to receive, endorse, and collect any drafts or other instruments, documents and chattel paper in connection therewith, and to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of this Agreement and any Program Agreement.
