Common use of Security Agent Appointed Attorney-in-Fact Clause in Contracts

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. Each of the ------------------------------------------ Grantors hereby The Pledgor irrevocably makes, constitutes and appoints the Security Agent (and all officers, employees or agents designated by the Security Agent) as the Pledgor’s true and lawful agent and attorney-in-fact of fact, and in 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, capacity the Security Agent shall have the right, with power of substitution for the Pledgor and in the Pledgor’s name or otherwise, for the use and benefit of the Security Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of DefaultDefault (a) to receive, with full power of substitution either in the Security Agent's name or in the name of any Grantorendorse, to ask for, demand, xxx for, collect, receive and give acquittance for assign and/or deliver any and all moneys due or to become due under and by virtue of any Collateralnotes, to endorse acceptances, checks, drafts, money orders and or other instruments for evidences of payment relating to the payment of money payable Pledge Agreement Collateral or any part thereof including with respect to such Grantor representing any interest or dividend or other distribution payable in respect of the any Pledge Agreement Collateral or any part thereof thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledge Agreement Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on account thereof and all or any of the Pledge Agreement Collateral or to give full discharge for the same, enforce any rights in respect of any Pledge Agreement Collateral; (d) to settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding proceedings relating to all or any of the Pledge Agreement Collateral; (e) to make proof of loss, claims for insurance, and settlements and adjustments with respect theretoinsurers, and to execute or endorse all documents, checks or drafts in connection with payments made as a result of any insurance policies; and (f) to use, sell, assign, endorsetransfer, pledge, transfer and make any agreement respecting, with respect to or otherwise deal withwith all or any of the Pledge Agreement Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement, as fully and completely as though the Security Agent were the absolute owner of the Pledge Agreement Collateral for all purposes; provided, -------- however, provided that nothing herein contained shall be construed as requiring or ------- obligating the Security Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security AgentAgent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Pledge Agreement 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 or omitted to be taken under this Section by the Security Agent or omitted to be taken any Secured Party with respect to the Pledge Agreement Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor the Pledgor or to any claim or action against the Security Agent or any other Secured Party. It is understood and agreed that the appointment of the Security Agent as the agent and attorney-in-fact of the Pledgor for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Pledgor of any of its obligations hereunder or under any other Operative Agreement with respect to the Pledge Agreement Collateral or any part thereof or impose any obligation on the Security Agent or any Secured Party to proceed in any particular manner with respect to the Pledge Agreement Collateral or any part thereof, or in any way limit the exercise by the Security Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Operative Agreement, by law or otherwise.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors 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 which that 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 ’s name or in the name of any Grantorsuch Grantor (a) to receive, to ask forendorse, demand, xxx for, collect, receive and give acquittance for assign and/or deliver any and all moneys due or to become due under and by virtue of any Collateralnotes, to endorse checksacceptances, cheques, drafts, money orders and other instruments for the payment of money payable to such Grantor representing any dividend or other distribution payable in respect evidences of payment relating to the Collateral or any part thereof thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on account thereof any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to give full discharge for collect or otherwise realize on all or any of the same, Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding proceedings relating to all or any of the Collateral; (g) to make, settle and adjust claims in respect of Collateral under policies of insurance and to endorse the name of such Grantor on any cheque, draft, instrument or any other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (h) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Security Agent; and (i) to use, sell, assign, endorsetransfer, pledge, transfer and make any agreement respecting, with respect to or otherwise deal withwith all or any of the Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement, as fully and completely as though the Security Agent were the absolute owner of the Collateral for all purposes; provided, -------- however, provided 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. The Security Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and no action taken by the Security Agent neither they nor their officers, directors, employees or omitted to agents shall be taken with respect to the Collateral or any part thereof shall give rise responsible to any defenseGrantor for any act or failure to act hereunder, counterclaim except for their own gross negligence or offset in favor of any Grantor or to any claim or action against the Security Agent or any other Secured Partywilful misconduct.

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 sxx 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. Each of the ------------------------------------------ Grantors ----------------------------------------- Pledgors hereby appoints the Security Agent the attorney-in-fact of such Grantor Pledgor 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 GrantorPledgor, 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 Pledgor 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 Pledgor or to any claim or action against the Security Agent or any other Secured Party.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors 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 which that 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 ’s name or in the name of any Grantorsuch Grantor (a) to receive, to ask forendorse, demand, xxx for, collect, receive and give acquittance for assign and/or deliver any and all moneys due or to become due under and by virtue of any Collateralnotes, to endorse acceptances, checks, drafts, money orders and other instruments for the payment of money payable to such Grantor representing any dividend or other distribution payable in respect evidences of payment relating to the Collateral or any part thereof thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on account thereof any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to give full discharge for collect or otherwise realize on all or any of the same, Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding proceedings relating to all or any of the Collateral; (g) to make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance and to endorse the name of such Grantor on any check, draft, instrument or any other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (h) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Security Agent; and (i) to use, sell, assign, endorsetransfer, pledge, transfer and make any agreement respecting, with respect to or otherwise deal withwith all or any of the Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement, as fully and completely as though the Security Agent were the absolute owner of the Collateral for all purposes; provided, -------- however, provided 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. The Security Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and no action taken by the Security Agent neither they nor their officers, directors, employees or omitted to agents shall be taken with respect to the Collateral or any part thereof shall give rise responsible to any defenseGrantor for any act or failure to act hereunder, counterclaim except for their own gross negligence or offset in favor of any Grantor or to any claim or action against the Security Agent or any other Secured Partywilful misconduct.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors ----------------------------------------- Pledgors hereby appoints the Security Agent the attorney-in-fact of such Grantor Pledgor 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 GrantorPledgor, 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 Pledgor 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 Pledgor or to any claim or action against the Security Agent or any other Secured Party.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors Pledgors hereby appoints the Security Agent the attorney-in-fact of such Grantor Pledgor 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 GrantorPledgor, to ask for, demand, xxx sxx 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 Pledgor 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 Pledgor or to any claim or action against the Security Agent or any other Secured Party.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors (i) The Grantor hereby appoints the Security Agent as the attorney-in-fact of such the Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which that the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and 155 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 ’s name or in the name of the Grantor (a) to receive, endorse, assign and/or deliver any Grantorand all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to ask forthe Pledged Collateral or any part thereof, (b) to demand, xxx for, collect, receive payment of, give receipt for and give acquittance for discharges and releases of all or any of the Pledged Collateral, (c) to sign the name of the Grantor on any invoice or bxxx of lading relating to any of the Pledged Collateral, (d) to commence and prosecute any and all moneys due suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to become due under and by virtue of enforce 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 rights in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the samePledged Collateral, (e) to settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding with respect theretoproceedings relating to all or any of the Pledged Collateral, and (f) to use, sell, assign, endorsetransfer, pledge, transfer and make any agreement respecting, with respect to or otherwise deal withwith all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement in accordance with its terms, as fully and completely as though the Security Agent were the absolute owner of the Pledged Collateral for all purposes; 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 Pledged 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.