Collateral Agent’s Appointment as Attorney-in-Fact, etc.
Collateral Agent’s Appointment as Attorney-in-fact 24 Section 6.02. Duty of Collateral Agent 26 Section 6.03. Authority of Collateral Agent 26
Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor hereby irrevocably constitutes and appoints the Collateral 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, from time to time after the occurrence, and during the continuation, of an Event of Default in the Collateral Agent's discretion, for the purpose of carrying out the terms of this Security Agreement, 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 Security Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the following:
Collateral Agent’s Appointment. AS ATTORNEY-IN-FACT; COLLATERAL AGENT'S
Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) Subject to the terms of the Intercreditor Agreements, each Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon the occurrence and during the continuance of an Event of Default, the Collateral 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 otherwise, for the purpose of carrying out the terms of this Security 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 Security Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following, in each case after the occurrence and during the continuance of an Event of Default and after written notice by the Collateral Agent of its intent to do so: (i) take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the Secured Parties’ Security Interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; (iv) execute, in connection with any sale provided for in Section 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; (v) obtain and adjust insurance in an amount usual and customary; (vi) direct any party liable for any payment under any of the Collateral to...
Collateral Agent’s Appointment as Attorney-in-Fact, etc. 17 Section 6.02. Collateral Agent 17 Section 6.03. Financing Statements and Other Filings 18 ARTICLE 7
Collateral Agent’s Appointment as Attorney-in-Fact. CMI hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent of the Collateral Agent, 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 CMI and in the name of CMI or in the Collateral Agent's own name, at any time during the continuance of an Event of Default in the Collateral Agent's discretion, 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 which may be necessary or reasonably desirable to accomplish the purposes of this Agreement, including, without limitation, any checks or other orders for the payment of money representing unpaid Collateral, financing statements, endorsements, assignments or other instruments of transfer.
Collateral Agent’s Appointment. AS ATTORNEY-IN-FACT
Collateral Agent’s Appointment. AS ATTORNEY-IN-FACT. Until all of the Secured Obligations have been paid in full, Grantor hereby absolutely and irrevocably constitutes and appoints Collateral Agent as Grantor's true and lawful agent and attorney-in-fact, with full power of substitution, in the name of Grantor: (a) to execute and do all such assurances, acts and things which Grantor is required to do but has failed to do under the covenants and provisions contained in this Security Agreement; (b) to take any and all such action as Collateral Agent or any of its agents, nominees or attorneys may determine as necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Security Agreement or any of the rights, remedies, powers or privileges of Collateral Agent under this Security Agreement; and (c) generally, in the name of Grantor, exercise all or any of the powers, authorities and discretions, conferred on or reserved to Collateral Agent by or pursuant to this Security Agreement, and (without prejudice to the generality of any of the foregoing) to seal and deliver or otherwise perfect any deed, assurance, agreement, instrument or act as Collateral Agent may deem proper in or for the purpose of exercising any of such powers, authorities or discretions, in each case. NONE OF COLLATERAL AGENT, SECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER THIS POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
Collateral Agent’s Appointment as Attorney in Fact, etc. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent (such appointment being coupled with an interest) 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 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 Collateral Agent 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 (provided that anything in this Section 7.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing):
