Common use of COLLATERAL AGENT APPOINTED ATTORNEY Clause in Contracts

COLLATERAL AGENT APPOINTED ATTORNEY. in-Fact; Appointment of Collateral Agent under Puerto Rican Note Security Agreement. (a) Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent's name or in the name of such Pledgor, to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided that (i) if no Event of Default has occurred and is continuing, the Collateral Agent shall only exercise its rights under this Section 9 to take actions that the Pledgors are required to perform under this Agreement and have not performed within three Business Days after receipt by the Borrower of notice from the Collateral Agent requesting that any such actions be taken and (ii) nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.

COLLATERAL AGENT APPOINTED ATTORNEY. in-Fact; Appointment of Collateral Agent under Puerto Rican Note Security AgreementFact . (a) Each Pledgor Grantor hereby appoints the Collateral Agent the true and lawful attorney-in-fact of such Pledgor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after the occurrence and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent's ’s name or in the name of such PledgorGrantor: (a) to receive, to ask forendorse, demand, xxx for, collect, receive and give acquittance for assign and/or deliver any and all moneys due or to become due under and by virtue of any Collateralnotes, to endorse acceptances, checks, drafts, money orders and other instruments for the payment of money payable to such Pledgor representing any interest or dividend or other distribution payable in respect evidences of payment relating to the Collateral or any part thereof thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on account thereof any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts or Payment Intangibles to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to give full discharge for collect or otherwise realize on all or any of the same, Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent or to a Collateral Account and adjust, settle or compromise the amount of payment of any Account or Payment Intangible; (h) to make, settle and adjust claims in respect of Collateral under policies of insurance and to endorse the name of such Grantor on any check, draft, instrument or any other item of payment with respect to the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; and (i) to use, and to sell, assign, endorsetransfer, pledge, transfer and to make any agreement respecting, with respect to or otherwise deal withwith all or any of the Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that (i) if no Event of Default has occurred and is continuing, the Collateral Agent shall only exercise its rights under this Section 9 to take actions that the Pledgors are required to perform under this Agreement and have not performed within three Business Days after receipt by the Borrower of notice from the Collateral Agent requesting that any such actions be taken and (ii) nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officersnone of the Collateral Agent, directors, employees any other Secured Party or agents any Related Party of any of the foregoing shall be responsible to any Pledgor Grantor for any act or failure to act hereunder, except for their its own gross negligence or wilful misconductwillful misconduct or a material breach in bad faith by it of its express obligations under this Agreement, in each case, as determined by the final non-appealable judgment of a court of competent jurisdiction. Notwithstanding anything to the contrary contained herein or in any other Credit Document, neither the Administrative Agent nor the Collateral Agent shall have any responsibility for the preparing, recording, filing, re-recording or re-filing of any financing statements (amendments or continuations) or other instruments in any public office.

COLLATERAL AGENT APPOINTED ATTORNEY. inIN-Fact; Appointment of Collateral Agent under Puerto Rican Note Security Agreement. (a) FACT Each Pledgor Grantor hereby appoints the Collateral Agent the attorney-in-and any officer or agent thereof, as its true and lawful agent and attorney in fact of such Pledgor for the purpose of carrying out the provisions of this Guarantee and Security Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without , and without limiting the generality of the foregoing, the Collateral Agent shall have the right, with power of substitution for such Grantor and in such Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the other Secured Parties, upon the occurrence and during the continuance of an Event of Default, with full power (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of substitution either in payment relating to the Collateral Agent's name owned or in held by it or on its behalf or any part thereof; (ii) to demand, collect, receive payment of, give receipt for, and give discharges and releases of, any of such Collateral; (iii) to sign the name of such Pledgor, Grantor on any invoice or xxxx of lading relating to ask for, demand, xxx for, collect, receive any of such Collateral; (iv) to send verifications of Receivables owned or held by it or on its behalf to any Account Debtor; (v) to commence and give acquittance for prosecute any and all moneys due suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on any of the Collateral owned or held by it or on its behalf or to become due under and by virtue of enforce any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor representing any interest or dividend or other distribution payable rights in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, of such Collateral; (vi) to settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding with respect theretoproceedings relating to any of such Collateral; (vii) to notify, or to require such Grantor to notify, Account Debtors and other obligors to make payment directly to the Collateral Agent, and (viii) to use, sell, assign, endorsetransfer, pledge, transfer and to make any agreement respecting, with respect to or otherwise deal withwith any of such Collateral, and to do all other acts and things necessary to carry out the same; provided that (i) if no Event purposes of Default has occurred this Guarantee and is continuingSecurity Agreement, as fully and completely as though the Collateral Agent shall only exercise its rights under this Section 9 to take actions were the absolute owner of such Collateral for all purposes; provided, however, that the Pledgors are required to perform under this Agreement and have not performed within three Business Days after receipt by the Borrower of notice from the Collateral Agent requesting that any such actions be taken and (ii) nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral AgentAgent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to any of the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any other Secured Party with respect to any of the Collateral shall give rise to any defense, counterclaim or offset in favor of such Grantor or to any claim or action against the Collateral Agent or any other Secured Party in the absence of the Collateral Agent’s or such Secured Party’s gross negligence or willful misconduct. The Collateral Agent and provisions of this Article shall in no event relieve any Grantor of any of its obligations hereunder or under the other Secured Parties shall be accountable only for amounts actually received as a result Transaction Documents with respect to any of the exercise Collateral or impose any obligation on the Collateral Agent or any other Secured Party to proceed in any particular manner with respect to any of the powers granted to them hereinCollateral, or in any way limit the exercise by the Collateral Agent or any other Secured Party of any other or further right that it may have on the date of this Guarantee and neither they nor their officersSecurity Agreement or hereafter, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act whether hereunder, except for their own gross negligence under any other Secured Transaction Document, by law or wilful misconductotherwise. Any sale pursuant to the provisions of this paragraph shall conform to the commercially reasonable standards as provided in Part 6 of Article 9 of the UCC.

COLLATERAL AGENT APPOINTED ATTORNEY. in-Fact; Appointment of Collateral Agent under Puerto Rican Note Security Agreement. (a) Each Pledgor Grantor hereby appoints the Collateral Agent the attorney-in-fact attorney of such Pledgor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. The Collateral Agent agrees that it will not exercise the rights granted to it by the preceding sentence unless an Event of Default has occurred and is continuing. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent's ’s name or in the name of such PledgorGrantor (a) to receive, to ask forendorse, demand, xxx for, collect, receive and give acquittance for assign and/or deliver any and all moneys due or to become due under and by virtue of any Collateralnotes, to endorse acceptances, checks, drafts, money orders and other instruments for the payment of money payable to such Pledgor representing any interest or dividend or other distribution payable in respect evidences of payment relating to the Collateral or any part thereof thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on account thereof any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to give full discharge for collect or otherwise realize on all or any of the same, Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding with respect theretoproceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, endorsetransfer, pledge, transfer and to make any agreement respecting, with respect to or otherwise deal withwith all or any of the Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that (i) if no Event of Default has occurred and is continuing, the Collateral Agent shall only exercise its rights under this Section 9 to take actions that the Pledgors are required to perform under this Agreement and have not performed within three Business Days after receipt by the Borrower of notice from the Collateral Agent requesting that any such actions be taken and (ii) nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.

COLLATERAL AGENT APPOINTED ATTORNEY. inIN-Fact; Appointment of Collateral Agent under Puerto Rican Note Security AgreementFACT AND PROXY. (a) Each The Pledgor hereby irrevocably constitutes and appoints the Collateral Agent the 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 such the Pledgor and in the name of the Pledgor or in its own name, from time to time in the Collateral Agent's discretion upon the occurrence and during the continuance of any Event of Default, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute and deliver any instrument that and all documents and instruments which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoingincluding, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent's name or in the name of such Pledgorwithout limitation, to ask forreceive, demand, xxx for, collect, receive endorse and give acquittance for any and collect all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money made payable to such the Pledgor representing any interest or dividend or other distribution payable or payment in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, same and to sellvote or grant any consent in respect of the Pledged Shares authorized by Section 6(b) hereof; provided, assignhowever, endorse, pledge, transfer that the Collateral Agent will forbear from exercising the power of attorney or any of the rights granted to the Collateral Agent pursuant to this Section 8 unless and to make any agreement respecting, or otherwise deal with, the same; provided that (i) if no Event of Default has occurred and is continuing, until the Collateral Agent shall only exercise its rights under this Section 9 have requested that Pledgor take such action, and Pledgor shall have failed to take actions that such action within five (5) days of its receipt of such request. The Pledgor hereby ratifies, to the Pledgors are required to perform under this Agreement and have not performed within three Business Days after receipt extent permitted by the Borrower of notice from the Collateral Agent requesting law, all that any such actions said attorney shall lawfully do or cause to be taken done by virtue hereof. This power, being coupled with an interest, is irrevocable until the Secured Indebtedness is paid in full and (ii) nothing herein contained shall be construed as requiring or obligating all commitments under the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductFinancing Agreements have terminated.