Further Assurance and Power of Attorney Sample Clauses

Further Assurance and Power of Attorney. 15.1 The Issuer hereby further covenants with and undertakes to the Note Trustee that it will from time to time upon demand: (a) execute, at its own cost, any document or do any act or thing which the Note Trustee or the Receiver may specify with a view to: (i) perfecting or improving any charge or security created or intended to be created by this Deed, including, without limitation, such additional or corroborative security document and in such forms as the Note Trustee or the Receiver may specify; or (ii) after service of an Enforcement Notice, facilitating the exercise, or the proposed exercise, of any of their powers; and (b) give or join in giving or procuring the giving of such notices to such persons, and all in such form, as the Note Trustee or the Receiver may require at the cost of the Issuer, PROVIDED, HOWEVER that for the avoidance of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer irrevocably for value and by way of security appoints the Note Trustee and every Receiver of the Charged Property or any part thereof to be its attorney (with full power to appoint substitutes or to sub-delegate, including power to authorise the person so appointed to make further appointments) on behalf of the Issuer and in its name or otherwise, to execute any document or do any act or thing which the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection with the exercise of any of the rights or powers of the Note Trustee or the Receiver under or pursuant to this Deed or any Issuer Related Document, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as an Event of Default has occurred, and then only for so long as an Event of Default is subsisting. 15.3 The Issuer hereby ratifies and confirms and agrees to rati...

Further Assurance and Power of Attorney. 3.1 The Grantor hereby agrees that from time to time forthwith upon the written request of the Administrative Agent the Grantor shall, at the Grantor’s expense, do all acts and promptly execute and deliver to the Administrative Agent all further instruments and documents and do any act or thing which the Administrative Agent may reasonably require for the purpose of obtaining the full benefit or intended benefit of this Agreement. 3.2 For the purpose of facilitating the exercise of the powers of the Administrative Agent under the Law and pursuant to this Agreement, the Grantor hereby irrevocably appoints the Administrative Agent as the Grantor’s attorney (with full power of substitution) for the Grantor and in the name of and on behalf of the Grantor to sign, execute, seal, deliver, acknowledge, file, register and perfect any and all assurances, documents, instruments, agreements, transfers, certificates and consents whatsoever and to do any and all such acts and things whatever which the Grantor has capacity to do in relation to any matters dealt with in or the subject of this Agreement and which the Administrative Agent may deem necessary or advisable in order to give full effect to the purposes of this Agreement, including, without limitation, anything referred to in Clause 10 provided always that the Administrative Agent shall not be entitled pursuant to this power of attorney to take any step until an Event of Default has occurred and is continuing. 3.3 The Grantor covenants with and undertakes to the Administrative Agent to ratify and confirm any lawful exercise or purported exercise of the power of attorney constituted in Clause 3.2.

Further Assurance and Power of Attorney. 13.1 The Debtor shall, at any time and from time to time, upon the written request of the Secured Party promptly do any and all such acts and things and execute and deliver all such instruments and any documents (including, without limitation, any replacement or supplemental security agreements) as the Secured Party may consider necessary or desirable for creating, completing, maintaining, enhancing or enforcing its security or rights under this agreement or the Law. 13.2 The Debtor hereby irrevocably appoints the Secured Party as the Debtor's attorney (with full power of substitution) with authority in the name of and on behalf of the Debtor to sign, execute, seal, deliver, acknowledge, file, register and complete any and all assurances, documents, instruments, agreements, certificates and consents whatsoever and to do any and all such acts and things in relation to any matters dealt with in this agreement and/or which the Secured Party may deem necessary or desirable for creating, completing, maintaining or enforcing the security contemplated hereunder, giving full effect to this agreement or for securing, protecting or exercising the rights of the Secured Party hereunder or under the Law, including without limitation: (a) completing, dating, executing and/or delivering any stock transfer forms and/or notices in respect of the Collateral; (b) exercising any voting or other rights in respect of the Collateral; and (c) taking any action which the Debtor is required to take pursuant to this agreement. 13.3 The Secured Party shall only exercise its rights under this clause 13 (i) after an Enforcement Event has occurred or (ii) if the Debtor has failed to perform an action within ten Business Days after a written notice has been issued by the Secured Party to the Debtor. 13.4 The Debtor hereby covenants with the Secured Party to ratify and confirm any lawful exercise or purported exercise of the power of attorney referred to in this clause.

Further Assurance and Power of Attorney. 15.1 Each Party shall at the request and cost of the other Party execute such documents and do all such acts and things as may be reasonably necessary for putting the terms of this Agreement into effect and co-operate fully with the other Party so that each Party may obtain the full benefit of this Agreement. 15.2 [Party 2 appoints Party 1 to be his attorney to execute such documents and to do all such acts and things and generally to use its name for the purpose of putting this agreement into effect, provided that Party 1 has made reasonable attempts to contact Party 2 having due consideration of the timings for any official actions or steps that need to be taken in relation to the prosecution, maintenance or enforcement of the Joint IP. In favor of any third party, a certificate in writing signed by a director or secretary of Party 1 that any document or act falls within the authority conferred by this clause 15.2 shall be conclusive evidence that such is the case.] This is potentially controversial but could be crucial if the other party cannot be contacted.

Further Assurance and Power of Attorney. The Seller irrevocably and severally appoints the Bank, the Assignee and any person the Bank, or the Assignee, nominate as the Seller's attorney (with full power of delegation and substitution) in the Seller's name. The Seller shall upon request by the Bank, do all such further acts and things and execute such documents as may be reasonably required by the Bank (and in such form as the Bank may specify) in order to give effect to the provisions and intentions of the Agreement or to facilitate the exercise of the rights and powers conferred on the Bank under the Agreement (including, without limitation, granting the Bank a power of attorney; payment of stamp duty; registration charges by the Seller to (i) perfect the purchase of any Purchased Debts by the Bank and/ or (ii) to ensure that Bank has all necessary enforcement rights in any legal proceedings against any person in relation to the Agreement or the Purchased Debts; or as necessary to ensure any document relating to the Agreement may be submitted in evidence before any court).

Further Assurance and Power of Attorney. (1) The Obligor hereby agrees that, at any time and from time to time upon the written request of the Secured Party, it will forthwith do any and all such acts and things and execute and deliver any and all such documents as the Secured Party may deem desirable for perfecting, maintaining or enforcing its security interest or interests in the Collateral (whether in accordance with paragraph (3) of Article 2 of the 1983 Law or in accordance with other paragraphs of Article 2 of the 1983 Law as the Secured Party (or its agent) may deem appropriate) for vesting the Collateral in the Secured Party (or its agent) for selling the Collateral and vesting the same in any purchaser or in any respect whatsoever for obtaining the full benefit of this Agreement and of the rights, powers and discretions herein granted. (2) In accordance with Article 5 (2) (a) of the Powers of Attorney Law, for the purpose of facilitating the exercise of the powers of the Secured Party under the 1983 Law and of the powers given pursuant to this Agreement, the Obligor hereby irrevocably appoints the Secured Party and the persons deriving rights under the Secured Party jointly and also each of them severally as the Obligor's attorney (with full power of substitution in accordance with Article 8 of the Powers of Attorney Law) for the Obligor and in the name and on behalf of the Obligor to execute and complete any transfers or other documents whatsoever which the Secured Party may require for perfecting maintaining or enforcing its security interest or interests in the Collateral (whether in accordance with paragraph (3) of Article 2 of the 1983 Law or in accordance with other paragraphs of Article 2 of the 1983 Law as the Secured Party (or its agent) may deem appropriate) or for vesting the Collateral in the Secured Party (or its agent) or for selling the Collateral and vesting the same in any purchaser and generally to execute and deliver or otherwise perfect any such transfers and to do any such acts and things as the Secured Party may require in order to obtain the full benefit of this Agreement and of the rights, powers and discretions herein granted. The Obligor hereby covenants with the Secured Party and the persons deriving rights under the Secured Party to ratify and confirm any lawful exercise or purported exercise of the power of attorney granted in this sub-clause(2). (3) The Obligor hereby agrees to indemnify and keep indemnified the Secured Party and the persons deriving rights...

Further Assurance and Power of Attorney. The Debtor agrees that it shall from time to time upon the written request of the Required Holders promptly do all such things and execute and deliver all such instruments and documents (including, without limitation, any replacement or supplemental security) as the Required Holders may consider necessary or desirable for creating the security contemplated hereby, giving full effect to this Agreement or for securing or protecting the rights of the Secured Parties hereunder.

Further Assurance and Power of Attorney. 13.1 The Chargor shall, at any time and from time to time, upon the written request of the Interim Security Agent promptly do any and all such acts and things and execute and deliver all such instruments and any documents (including, without limitation, any replacement or supplemental security agreements) as the Interim Security Agent may consider necessary or desirable for creating, completing, maintaining, enhancing or enforcing its security or rights under this agreement or the Law. 13.2 The Chargor hereby irrevocably appoints the Interim Security Agent as the Chargor's attorney (with full power of substitution) with authority in the name of and on behalf of the Chargor to sign, execute, seal, deliver, acknowledge, file, register and complete any and all assurances, documents, instruments, agreements, certificates and consents whatsoever and to do any and all such acts and things in relation to any matters dealt with in this agreement and/or which the Interim Security Agent may deem necessary or desirable for creating, completing, maintaining or enforcing the security contemplated hereunder, giving full effect to this agreement or for securing, protecting or exercising the rights of the Interim Security Agent hereunder or under the Law, including without limitation: (a) completing, dating, executing and/or delivering any stock transfer forms and/or notices in respect of the Collateral; (b) exercising any voting or other rights in respect of the Collateral; and (c) taking any action which the Chargor is required to take pursuant to this agreement. 13.3 The Chargor hereby covenants with the Interim Security Agent to ratify and confirm any lawful exercise or purported exercise of the power of attorney referred to in this clause.

Further Assurance and Power of Attorney. (a) Each Guarantor shall promptly do all such acts and execute all such documents (including, without limitation, any transfer documents, notices or instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require) to facilitate the realisation and/or enforcement of the guarantee and indemnity created by and in accordance with this Agreement. (b) Each Guarantor irrevocably appoints the Security Agent as its attorney in fact, following the occurrence of an Event of Default which is continuing, with full power of substitution, to do any act which any Guarantor is obliged to do, but has failed to do, under this Agreement (including, without limitation, to sign any transfer documents, notices or instructions on such Guarantor's behalf in accordance with this Agreement).

Further Assurance and Power of Attorney. The Grantor shall, at any time and from time to time, upon the written request of the Collateral Agent promptly do any and all such acts and things and execute and deliver all such instruments and any documents (including, without limitation, any replacement or supplemental security agreements) as the Collateral Agent acting reasonably may consider necessary or desirable for creating, attaching, perfecting, maintaining, enhancing or enforcing its security or rights under this agreement or the Law.