Holder Appointed Attorney-in-Fact. The Company hereby irrevocably appoints the Holder as the Company’s attorney-in-fact, with full authority in the name, place and stead of the Company, from time to time in the Holder’s discretion upon the occurrence and during the continuance of an Event of Default to take any action and to execute any document which the Holder may deem necessary or advisable to accomplish the purposes of this Note.
Holder Appointed Attorney-in-Fact. ETI and EES each hereby irrevocably appoints the Holder as its attorney-in-fact, with full authority in the place and stead of ETI and/or EES and in the name of ETI, EES, the Holder or otherwise, from time to time after an Event of Default shall have occurred, in the Holder's discretion, to take any action and to execute any instrument which the Holder may deem necessary or advisable to accomplish the purposes of this Agreement.
Holder Appointed Attorney-in-Fact. Debtor hereby irrevocably appoints Trustee, for the benefit of Holders, the attorney-in-fact of Debtor, coupled with an interest and with full authority in the place and stead of Debtor and in the name of Debtor, Holder or otherwise, from time to time in Trustee’s discretion, to take any action and to execute any instrument which Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a) To obtain and adjust insurance required to be paid to Holders pursuant to Section 6;
(b) To ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Collateral;
(c) To receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection therewith; and
(d) To file any claims or take any action or institute any proceedings which Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Holder with respect to any of the Collateral. The provisions of this Section 7 shall terminate upon termination of the Note Indenture and the complete and final satisfaction and repayment of all obligations of any of Debtor under the Notes and Note Indenture, whether for principal, interest, expenses or otherwise.
Holder Appointed Attorney-in-Fact. Without limiting any rights or powers granted to Holder pursuant to this Agreement, applicable law or otherwise, Debtor hereby appoints Holder as its attorney-in-fact, with full power and authority in the place and stead of Debtor and in the name of Debtor or otherwise, from time to time in Holder’s discretion to take any and all action and to execute, file and record any and all instruments, agreements, and documents which Holder may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to execute any assignment of Intellectual Property to Holder or other transferee, and to receive, endorse and collect all instruments made or payable to Debtor representing any Proceeds in respect of the Collateral or any part thereof and to give full discharge for the same. The appointment set forth in this Section 14 is coupled with an interest and is irrevocable.
Holder Appointed Attorney-in-Fact. Pledgor hereby appoints Holder as Pledgor's attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, and with full power of substitution, from time to time to take any action and to execute any instrument which Holder may deem necessary or advisable to give effect to this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any dividend, distribution or other payment in respect of the Pledged Collateral or any part thereof and to give full discharge for the same.
Holder Appointed Attorney-in-Fact. Each Borrower hereby appoints Holder as such Borrower’s attorney-in-fact, with full authority in the place and stead of such Borrower and in the name of such Borrower or otherwise, from time to time during the continuance of an Event of Default in Holder’s discretion to take any action and to execute any instrument which Holder may deem necessary or advisable to accomplish the purposes of this Agreement (but Holder shall not be obligated to and shall have no liability to such Borrower or any third party for failure to do so or take action). This appointment, being coupled with an interest, shall be irrevocable. Each Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.
Holder Appointed Attorney-in-Fact. Pledgor hereby irrevocably appoints the Holder as Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in its name or otherwise, from time to time in the Holder's discretion, to take any action and to execute any instrument which the Holder may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same, when and to the extent permitted by this Agreement.
Holder Appointed Attorney-in-Fact. Upon the occurrence and during the continuance of an Event of Default, with notice to the Maker, the Maker hereby irrevocably constitutes and appoints the Holder as the Maker’s true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge and deliver any instruments and to exercise and enforce every right, power, remedy, option and privilege of the Maker with respect to the Collateral, including the right to demand, collect, receive, settle, compromise, xxx for, foreclose or realize the Collateral as and when the Holder may determine, and do in the name, place and stead of the Maker, all such acts, things and deeds for and on behalf of and in the name of the Maker which the Maker could or might do or which the Holder may deem necessary or desirable to more fully vest in the Holder the rights and remedies provided for herein and to accomplish the purposes of this Agreement, including the right to notify account debtors and obligors on any of the Collateral to make payments directly to Holder. The foregoing power of attorney is irrevocable and coupled with an interest.
Holder Appointed Attorney-in-Fact. Each GameSquare Party hereby appoints the Holder its attorney-in-fact and proxy, with full power and authority in the place and stead of such GameSquare Party and in the name of such GameSquare Party, or otherwise, from time to time in the Holder’s discretion to take any action and to execute any instrument consistent with the terms of this Security Agreement and the other Transaction Documents that the Holder may deem necessary or advisable to accomplish the purposes hereof (but the Holder shall not be obligated to and shall have no liability to such GameSquare Party or any third party for failure to so do or take action), including, without limitation, (i) to receive, indorse and collect all instruments made payable to such GameSquare Party representing any dividend, interest payment or other distribution in respect of the FaZe Media Shares or other Collateral and to give full discharge for the same, and (ii) to vote the FaZe Media Shares and any and all other Collateral constituting Investment Property owned or held by such GameSquare Party or standing in its name and to do all things which such GameSquare Party might do if present and acting himself, including such rights set forth in Section 5(d) hereof or elsewhere herein (including, without limitation, rights of sale). The proxy and powers granted by such GameSquare Party pursuant to this Section 5(e) are IRREVOCABLE and coupled with an interest (including but not limited to this Note and the Purchase Agreement) and are given to secure the Secured Obligations. Notwithstanding any provision of this Section 5(e) to the contrary, the Holder agrees that it will not exercise any rights under the power of attorney or the irrevocable proxy provided for in this Section 5(e) unless an Event of Default has occurred and is continuing. Each GameSquare Party hereby ratifies all that any such attorney lawfully (in accordance with applicable law) does or causes to be done by virtue of that authority.
Holder Appointed Attorney-in-Fact. Each of Holdings and EES hereby irrevocably appoints the Holder as its attorney-in-fact, with full authority in the place and stead of Holdings and EES and in the name of Holdings and EES, the Holder or otherwise, from time to time after an Event of Default shall have occurred, in the Holder's discretion, to take any action and to execute any instrument which the Holder may deem necessary or advisable to accomplish the purposes of this Agreement.
