Common use of Powers of Agent Clause in Contracts

Powers of Agent. Agent shall have the right to act for and on behalf of Owner with full and complete authority to perform all obligations, to exercise all rights under the Construction Documents, to appear before each applicable Governmental Authority to resolve issues related to the platting, zoning and use of the Unit Premises, to obtain all Permits, to grant and obtain minor easements for the benefit of any Unit Premises or which are deemed reasonably necessary by Agent for the intended use of such Unit Premises, voluntarily to dedicate or convey portions of any Unit Premises for road, highway and other public purposes as required in the good faith judgment of Agent in order to obtain the use of all or part of such Unit Premises for the purposes intended (provided that no such action shall materially adversely affect either the market value of such Unit Premises or the use of such Unit Premises for its intended purpose), appoint, employ and deal with the architects, engineers, consultants and contractors, purchase and arrange for delivery of all materials, supplies, furniture, fixtures, and equipment, and to approve all related vouchers, invoices and statements. No direct payment by Owner shall be made for any property or services of such architects, engineers, consultants, or contractors relating to the acquisition, construction and equipping of any Unit without the prior approval of Agent, and each amount so approved and paid shall be in accordance with the Unit Budget, and shall be part of the Unit Acquisition Cost of such Unit. If Agent has unreasonably delayed or withheld giving the approvals required to make payments to such Persons that are due, Owner may, on prior written notice to Agent, make payments to any architects, engineers, consultants, contractors, vendors or suppliers which are properly due and payable in accordance with the contracts with said parties, and any such payment so made shall be and become a part of the Unit Acquisition Cost of the Unit; PROVIDED, HOWEVER, that Owner shall not make any such payment if it is subject to a Permitted Contest. Agent agrees that, in any contract entered into pursuant to this Agreement in which Owner is identified as an obligor rather than, or in addition to, Agent, the substance of the text of subsection 18.5 hereof shall be included therein. Owner agrees from time to time to execute and deliver to Agent all such documents and to cooperate with Agent to do all such other acts and things as Agent may reasonably request to enable Agent to perform its obligations under this subsection 2.4, and all costs and expenses incurred by Owner in connection therewith shall be capitalized and included as part of the Unit Acquisition Costs of the applicable Unit or Units.

Powers of Agent. Agent shall have the right to act for and on --------------- behalf of Owner with full and complete authority to perform all obligations, to exercise all rights under the Construction Documents, to appear before each applicable Governmental Authority and each land owner's association to resolve issues related to the platting, zoning and use of the Unit Premises, to, so long as no Event of Default has occurred and is continuing, contest on its own and Owner's behalf any proposed taking of a Unit Premises or the amount of any award in connection therewith, to obtain all Permits, to grant and obtain minor easements for the benefit of any Unit Premises or which are deemed reasonably necessary by Agent for the intended use of such Unit Premises, voluntarily to dedicate or convey portions of any Unit Premises for road, highway and other public purposes as required in the good faith judgment of Agent in order to obtain the use of all or part of such Unit Premises for the purposes intended (provided that no such action shall materially adversely affect either the market value of such Unit Premises or the use of such Unit Premises for its intended purpose), appoint, employ and deal with the architects, engineers, consultants and contractors, purchase and arrange for delivery of all materials, supplies, furniture, fixtures, and equipment, and to approve all related vouchers, invoices and statements. Owner agrees, at Agent's request and expense, to confirm to third parties Agent's rights and obligations in this regard. No direct payment by Owner shall be made for any property or services of such architects, engineers, consultants, or contractors relating to the acquisition, construction and equipping of any Unit without the prior approval of Agent, and each amount so approved and paid shall be in accordance with the Unit Budget, and shall be part of the Unit Acquisition Cost of such Unit. If Agent has unreasonably delayed or withheld giving the approvals required to make payments to such Persons that are duepayments, Owner may, on prior written notice to Agent, may make payments to any architects, engineers, consultants, contractors, vendors or suppliers which are properly due and payable in accordance with the contracts with said parties, and any such payment so made shall be and become a part of the Unit Acquisition Cost of the Unit; PROVIDEDprovided, HOWEVERhowever, that Owner shall not make any such payment if it is subject to a Permitted Contest. Agent agrees that, in any contract entered into pursuant to this Agreement in which Owner is identified as an obligor rather than, or in addition to, Agent, the substance of the text of subsection 18.5 hereof shall be included therein. Owner agrees from time to time to execute and deliver to Agent all such documents and to cooperate with Agent to do all such other acts and things as Agent may reasonably request to enable Agent to perform its obligations under this subsection 2.4, and all costs and expenses incurred by Owner in connection therewith shall be capitalized and included as part of the Unit Acquisition Costs of the applicable Unit or Units.

Powers of Agent. Agent shall have the right to act for and on behalf of Owner with full and complete authority to perform all obligations, to exercise all rights under the Construction Documents, to appear before each applicable Governmental Authority to resolve issues related to the platting, zoning and use of the Unit Premises, to obtain all PermitsPermits including zoning, planning and land use approvals, to grant and obtain minor easements for the benefit of any Unit Premises or which are deemed reasonably necessary by Agent for the intended use of such Unit Premises, voluntarily to dedicate or convey portions of any Unit Premises for road, highway and other public purposes as required in the good faith judgment of Agent in order to obtain the use of all or part of such Unit Premises for the purposes intended (provided that no such action shall materially adversely affect either the market value of such Unit Premises or the use of such Unit Premises for its intended purpose), appoint, employ and deal with the architects, engineers, consultants and contractors, purchase and arrange for delivery of all materials, supplies, furniture, fixtures, and equipment, and to approve all related vouchers, invoices and statementsstatements and, so long as no Event of Default shall exist hereunder, to perform all obligations and exercise all rights of Owner and enforce all obligations of the lessor under any Ground Lease. No direct payment by Owner shall be made for any property or services of such architects, engineers, consultants, or contractors relating to the acquisition, construction and equipping of any Unit without the prior approval of Agent, and each amount so approved and paid shall be in accordance with the Unit Budget, and shall be part of the Unit Acquisition Cost of such Unit. If Agent has unreasonably delayed or withheld giving Upon the approvals required to make payments to such Persons that are dueoccurrence of an Event of Default, Owner may, on prior written notice to Agent, may make payments to any architects, engineers, consultants, contractors, vendors or suppliers which are properly due and payable in accordance with the contracts with said parties, and any such payment so made shall be and become a part of the Unit Acquisition Cost of the Unit; PROVIDED. Anything to the contrary provided herein notwithstanding, HOWEVERAgent shall have the right on behalf of Owner, that in connection with the development and occupancy of the North Shoreline Unit, to convey a portion of the North Shoreline Unit Premises to the appropriate Governmental Authority in connection with the relocation of the direct off-ramp to northbound North Shoreline Boulevard from Route 101. Owner shall not make any such payment if it is subject to a Permitted Contest. Agent agrees thatcooperate, without unreasonable delay and at Agent's expense, in connection with such conveyance and shall join in the execution of any contract entered into pursuant to this Agreement in which Owner is identified appropriate instruments or shall execute any separate instruments as an obligor rather than, or in addition to, Agent, the substance of the text of subsection 18.5 hereof shall be included therein. Owner agrees from time to time to execute and deliver to Agent all such documents and to cooperate with Agent to do all such other acts and things as Agent may reasonably request to enable Agent to perform its obligations under this subsection 2.4, and all costs and expenses incurred by Owner in connection therewith shall be capitalized and included as part of the Unit Acquisition Costs of the applicable Unit or Unitsnecessary.

Powers of Agent. Debtor appoints Agent shall have the right to act for and on behalf of Owner with full and complete authority its true attorney in fact to perform all obligations, to exercise all rights under the Construction Documents, to appear before each applicable Governmental Authority to resolve issues related to the platting, zoning and use any of the Unit Premisesfollowing powers, to obtain all Permits, to grant and obtain minor easements for the benefit of any Unit Premises or which are deemed reasonably necessary by Agent for the intended use coupled with an interest, are irrevocable until termination of such Unit Premises, voluntarily to dedicate or convey portions of any Unit Premises for road, highway and other public purposes as required in the good faith judgment of Agent in order to obtain the use of all or part of such Unit Premises for the purposes intended (provided that no such action shall materially adversely affect either the market value of such Unit Premises or the use of such Unit Premises for its intended purpose), appoint, employ and deal with the architects, engineers, consultants and contractors, purchase and arrange for delivery of all materials, supplies, furniture, fixtures, and equipment, and to approve all related vouchers, invoices and statements. No direct payment by Owner shall be made for any property or services of such architects, engineers, consultants, or contractors relating to the acquisition, construction and equipping of any Unit without the prior approval of Agent, and each amount so approved and paid shall be in accordance with the Unit Budget, and shall be part of the Unit Acquisition Cost of such Unit. If Agent has unreasonably delayed or withheld giving the approvals required to make payments to such Persons that are due, Owner may, on prior written notice to Agent, make payments to any architects, engineers, consultants, contractors, vendors or suppliers which are properly due and payable in accordance with the contracts with said parties, and any such payment so made shall be and become a part of the Unit Acquisition Cost of the Unit; PROVIDED, HOWEVER, that Owner shall not make any such payment if it is subject to a Permitted Contest. Agent agrees that, in any contract entered into pursuant to this Agreement in which Owner is identified as an obligor rather than, or in addition to, Agent, the substance of the text of subsection 18.5 hereof shall and may be included therein. Owner agrees exercised from time to time by Agent's officers and employees, or any of them, whether or not Debtor is in default: (a) to execute perform any obligation of Debtor hereunder in Debtor's name or otherwise; (b) to notify any person obligated on any security, instrument or other document subject to this Agreement of Agent's rights hereunder; (c) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral or Proceeds; (d) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or Proceeds, and deliver in connection therewith to Agent all such documents deposit or surrender control of the Collateral and Proceeds, to accept other property in exchange for the Collateral and Proceeds, and to cooperate with Agent to do all and perform such other acts and things as Agent may reasonably request deem proper, with any money or property received in exchange for the Collateral or Proceeds, at Agent's discretion, to enable be applied to the Secured Obligations or held by Agent to perform its obligations under this subsection 2.4Agreement; (e) to make any compromise or settlement Agent deems desirable or proper in respect of the Collateral and Proceeds; (f) to insure, process and preserve the Collateral and Proceeds; (g) to exercise all rights, powers and remedies which Debtor would have, but for this Agreement, under all Collateral and Proceeds subject hereto; and (h) to do all acts and things and execute all documents in the name of Debtor or otherwise, deemed by Agent as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. To effect the purposes of this Agreement or otherwise upon instructions of Debtor, Agent may cause any Collateral and/or Proceeds to be transferred to Agent's name or the name of Agent's nominee. If an Event of Default has occurred and is continuing, any or all Collateral and/or Proceeds consisting of securities may be registered, without notice, in the name of Agent or its nominee, and thereafter Agent or its nominee may exercise, without notice, all costs voting and expenses incurred corporate rights at any meeting of the shareholders of the issuer thereof, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to such Collateral and/or Proceeds, all as if it were the absolute owner thereof. The foregoing shall include, without limitation, the right of Agent or its nominee to exchange, at its discretion, any and all Collateral and/or Proceeds upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by Owner the issuer thereof or Agent of any right, privilege or option pertaining to any shares of the Collateral and/or Proceeds, and in connection therewith shall therewith, the right to deposit and deliver any and all of the Collateral and/or Proceeds with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Agent may determine. All of the foregoing rights, privileges or options may be capitalized and included as exercised without liability on the part of the Unit Acquisition Costs Agent or its nominee except to account for property actually received by Agent. Agent shall have no duty to exercise any of the applicable Unit foregoing, or Unitsany other rights, privileges or options with respect to the Collateral or Proceeds and shall not be responsible for any failure to do so or delay in so doing.