Buyer as Attorney-in-Fact. Buyer is hereby appointed the attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Buyer shall have the right and power during the occurrence and continuation of any Event of Default to receive, endorse and collect all checks made payable to the order of Seller representing any payment on account of the principal of or interest on any of the Purchased Mortgage Loans and to give full discharge for the same.
Buyer as Attorney-in-Fact. Buyer is hereby appointed to act after the occurrence and during the continuation of an Event of Default as the attorney-in-fact of Seller for the purpose of carrying out the provisions of the Agreement and taking any action and executing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Buyer shall have the right and power after the occurrence and during the continuation of any Event of Default to receive, endorse and collect all checks made payable to the order of Seller representing any payment on account of the principal of or interest on any of the Purchased Securities and to give full discharge for the same.
Buyer as Attorney-in-Fact. Upon the occurrence and during the continuation of an Event of Default, Buyer is hereby appointed the attorney-in-fact of Seller for the purpose of carrying out the provisions of the Agreement and taking any action and executing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, after an Event of Default has occurred and is continuing, Buyer shall have the right and power to (i) take any action Buyer deems prudent to direct the receipt of payments on any Mortgage Loan from the Servicer thereof to Buyer or its designee, including, without limitation, the sending of any letter which irrevocably instructs such Servicer to make all payments directly to Buyer or its designee, and (ii) receive, endorse and collect all checks made payable to the order of Seller representing any payment on account of the principal of or interest on any of the Purchased Securities and to give full discharge for the same.
Buyer as Attorney-in-Fact. Buyer is hereby appointed the attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments that Buyer may, in good faith, deem necessary or advisable to accomplish the purposes hereof, including (i) receiving, endorsing and collecting all checks made payable to the order of Seller representing any Income on any of the Purchased Mortgage Loans and giving full discharge for the same, (ii) perfecting and continuing the Lien granted by this Agreement and (iii) protecting, preserving and realizing on the Mortgage Assets, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Buyer agrees to not exercise the power granted by this Section 18 unless an Event of Default has occurred and is continuing; provided that Buyer may add and amend endorsements in Seller’s name of Mortgage Notes either in blank or to any Approved Takeout Investor or its designee, cancel endorsements and re-endorse Mortgage Notes in Seller’s name at any time before or after any Event of Default shall have occurred.
Buyer as Attorney-in-Fact. The Seller hereby appoints the Buyer as the true and lawful attorney-in-fact of the Seller, with full power of substitution, coupled with an interest, and hereby authorizes and empowers the Buyer in the name and on behalf of the Seller at any time following removal of the Seller as Servicer pursuant to Sections 4(h) or 4(j), to take such actions, and execute and deliver such documents, as the Buyer deems reasonably necessary or advisable in connection with any applicable Purchased Receivable and Related Security (i) to perfect the purchase and sale of such Purchased Receivable and Related Security, including, without limitation, to send a notice of such purchase and sale to the Account Debtor of the transfers contemplated hereby and the sale of such Purchased Receivable and Related Security or (ii) to make collection of and otherwise realize the benefits of such Purchased Receivable and Related Security. At any time that the Seller is no longer serving as Servicer hereunder, the Buyer shall have the right to bring suit, in the Buyer’s or the Seller’s name, and generally have all other rights of an owner and holder respecting each applicable Purchased Receivable and Related Security, including without limitation the right to accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on such Purchased Receivables and issue credits in its own name or the name of the Seller. At any time following removal of the Seller as Servicer, the Buyer may endorse or sign the Buyer’s or the Seller’s name on any checks or other instruments with respect to any applicable Purchased Receivables and Related Security or the goods covered thereby. The Buyer shall not be liable for any actions taken by it in accordance with this Section 4(k) unless such actions constitute the gross negligence or willful misconduct of the Buyer as determined by a court of competent jurisdiction in a final and non-appealable judgment. This power of attorney, being coupled with an interest, is irrevocable and shall not expire until the Final Collection Date.
Buyer as Attorney-in-Fact. The Buyer 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 Buyer 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 Buyer agrees not to exercise its rights under this power of attorney unless, in its opinion or the opinion of its legal counsel, a Potential Default or an Event of Default has occurred. Without limiting the generality of the foregoing, but subject to Section 20.3, the Buyer 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. Notwithstanding anything contained herein, in no event shall the Buyer be required to make any presentment, demand or protest, or give any notice, and the Buyer need not take any action to preserve any rights against any prior party or any other Person in connection with the Obligations or with respect to the Purchased Loans.
Buyer as Attorney-in-Fact. The Buyer 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 Buyer 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 Buyer 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 Buyer 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 Buyer 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.
Buyer as Attorney-in-Fact. Buyer is hereby appointed on the date hereof the attorney-in-fact of each Seller for the purpose, following and during the continuance of an Event of Default, of carrying out the provisions of this Agreement and taking any action and executing any instruments that Buyer may, in good faith, deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, each Seller authorizes the Buyer to take any and all steps in such Seller’s name and on behalf of such Seller that are necessary or desirable, in the determination of the Buyer, to collect amounts due under the Purchased Assets, including, without limitation, to have the right and power, as of the date hereof, to be exercised only following and during the continuance of an Event of Default (i) to endorse notes, checks, or instruments and complete blanks in documents, (ii) to execute any financing statements and assignments of mortgages on behalf of such Seller, (iii) to receive, endorse and collect all checks made payable to the order of such Seller representing any payment on account of the principal of or interest on any of the Purchased Mortgage Loans and to give full discharge for the same, and (iv) to enforce the Purchased Assets and the other related rights.
Buyer as Attorney-in-Fact. Each Seller hereby appoints Buyer as its attorney-in-fact for the purpose of carrying out the provisions of this Agreement and the other Transaction Documents and taking any action and executing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Buyer shall have the right and power upon the occurrence and during the continuation of any Event of Default to receive, endorse, collect and control all checks or instruments made payable to the order of any Seller and all other forms of payment to any Seller that represent any payment on account of the principal of or interest on or proceeds from any of the Purchased Eligible Loans and to give full discharge for the same.
Buyer as Attorney-in-Fact. Buyer is hereby appointed the attorney-in-fact of each Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments that Buyer may, in good faith, deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Buyer shall have the right and power to add and amend endorsements in Seller’s name of Mortgage Notes either in blank or to any Approved Takeout Investor or its designee, to cancel endorsements and to re-endorse Mortgage Notes in Seller’s name and to receive, endorse and collect all checks made payable to the order of a Seller representing any Income on any of the Purchased Mortgage Loans and to give full discharge for the same.
