Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors hereby appoints the Security Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Security 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 Security 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 Security Agent's name or in the name of any Grantor, 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 Grantor representing any 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 make any agreement respecting, or otherwise deal with, the same; provided, -------- however, that nothing herein contained shall be construed as requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security 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, and no action taken by the Security Agent or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Security Agent or any other Secured Party.
Security Agent Appointed Attorney-in-Fact. Upon the occurrence of a Reimbursement Event of Default or a Lease Event of Default, the Pledgor hereby appoints the Security Agent or any Person or agent whom the Security Agent may designate the Pledgor's attorney-in-fact with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, at the Pledgor's cost and expense, at any time and from time to time in the Security Agent's reasonable discretion to take any action and to execute any instrument which the Security Agent may deem necessary or advisable to enforce its rights under this Agreement, including, without limitation, authority to receive, endorse and collect all instruments made payable to the Pledgor representing any distribution, interest payment or other payment in respect of the Collateral or any part thereof and to give full discharge for the same.
Security Agent Appointed Attorney-in-Fact. Following the occurrence of an Acceleration Event which is continuing, each Grantor hereby appoints the Security Agent the attorney‑in‑fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Security Agent may deem necessary to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. The Security Agent will have the right, following the occurrence of an Acceleration Event which is continuing, with full power of substitution either in the Security Agent’s name or in the name of such Grantor, to:
Security Agent Appointed Attorney-in-Fact. If an Event of Default has occurred and is continuing, the Assignor hereby appoints the Security Agent the Assignor’s attorney-in-fact, with full authority in the place and stead of the Assignor and in the name of the Assignor or otherwise, from time to time in the Security Agent’s discretion, to take any action and to execute any instrument that the Security Agent may deem necessary or advisable to accomplish the purposes of this Assignment, including, without limitation, to exercise all rights and remedies of the Assignor under the Refund Guarantee, including without limitation to make demands and accept payment, to demand, receive, indorse and collect all instruments made payable to the Assignor representing any interest payment or other distribution in respect of the Assigned Collateral or any part thereof and to give full discharge for the same and to file any claims or take any action or institute any proceedings that the Security Agent may deem necessary or advisable in the premises, in each case subject to Section 20.2(c) of the Credit Agreement. The Assignor ratifies and confirms and agrees to ratify and confirm whatever the Security Agent shall do in the exercise or purported exercise of the power of attorney granted by this Section 9. The powers and authority granted to the Security Agent herein have been given for a valuable consideration, are coupled with an interest and are hereby declared to be irrevocable.
Security Agent Appointed Attorney-in-Fact. The Debtor appoints the Security Agent its attorney-in-fact with full authority in the place and stead of the Debtor and in the name of the Debtor or otherwise, from time to time in the Security Agent’s discretion, after an Event of Default under the Letter of Credit Agreement has occurred and is continuing (but in all instances subject to Clause 11 (Remedies upon Default; Application of Collateral)), to take any action and to execute any instrument that the Security Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the provisions of any applicable law), including, without limitation, to (a) ask, demand, collect, xxx for, recover, compromise, receive and give acquittances and receipts for moneys due and to become due under or in connection with the Collateral, (b) receive, endorse and collect all drafts or other instruments and documents made payable to the Debtor in connection therewith or representing any payment, dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same, (c) file any claims or take any action or institute any proceedings which the Security Agent may deem to be necessary or desirable for the collection of any of the Collateral, (d) enforce the rights of the Security Agent with respect to any of the Collateral and compliance with the terms and conditions of this Agreement, the Letter of Credit Agreement and the other Fundamental Documents, (e) pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Security Agent in its sole discretion, and such payments made by the Security Agent to become obligations of the Debtor to the Security Agent, due and payable in accordance with the Letter of Credit Agreement, (f) generally sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Security Agent were the absolute owner thereof for all purposes, and (g) do, at the Security Agent’s option and the Debtor’s expense, at any time, or from time to time, all acts and things that the Security Agent deems necessary to protect, preserve or realize upon the Collateral and the Security Agent’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Debtor might do.
Security Agent Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, the Pledgor hereby appoints the Security Agent as the Pledgor's attorney-in-fact (with power to delegate) for the purpose, from and after the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument that the Security Agent from time to time in the Security Agent's reasonable discretion may deem necessary or advisable to accomplish the purposes of this Pledge Agreement. Without limiting the generality of the foregoing, the Security Agent shall, from and after the occurrence and during the continuance of an Event of Default, have the right and power to:
Security Agent Appointed Attorney-in-Fact. Company hereby irrevocably appoints Security Agent as Company’s attorney-in-fact, with full authority in the place and stead of Company and in the name of Company, Security Agent or otherwise, from time to time in Security Agent’s discretion to take any action and to execute any instrument that Security Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
Security Agent Appointed Attorney-in-Fact. The Grantor hereby irrevocably appoints the Security Agent and any officer or agent thereof with full power of substitution as the attorney-in-fact of the Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Security Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, during the occurrence and continuance of an Event of Default or if the Grantor fails to comply with any obligation under Sections 4.16 or 4.18 hereof or if the Grantor fails to perfect or preserve the first priority of the security interests as required under this Agreement, without notice to or assent by the Grantor, which appointment is irrevocable and coupled with an interest. To the fullest extent permitted by law, the Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. Without limiting the generality of the foregoing, the Security Agent shall have the right, during the occurrence and continuance of an Event of Default or if the Grantor fails to comply with any obligation under Sections 4.16 or 4.18 hereof or if the Grantor fails to perfect or preserve the first priority of the security interests as required under the Debentures Agreement or this Agreement, without notice to or assent by the Grantor and with full power of substitution either in the Security Agent’s name or in the name of the respective Grantor:
Security Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Security Agent such Grantor’s attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time, upon the occurrence of an Enforcement Event which is continuing or after failure by the Grantor to comply with a further assurance or perfection obligation under this Agreement, within 10 Business Days of being notified of such failure and being requested to comply, in the Security Agent’s discretion to take any action and to execute any instrument that the Security Agent may deem necessary to accomplish the purposes of this Agreement, including, without limitation:
Security Agent Appointed Attorney-in-Fact
