Appointment of Secured Party. Each of the Holders hereby irrevocably appoints Secured Party as its agent and authorizes Secured Party to take such actions on its behalf, and to exercise such powers as are delegated to Secured Party by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Secured Party shall have the same rights and powers in its capacity as a Holder as any other Holder and may exercise the same as though it were not Secured Party. Secured Party shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) Secured Party shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) Secured Party shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated herein, and (c) except as expressly set forth herein, Secured Party shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Maker or any of its affiliates that is communicated to or obtained by Secured Party in any capacity. Secured Party shall not be liable for any action taken or not taken by it with the consent or at the request of the Holders. Secured Party shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to Secured Party by Maker or another Holder, and Secured Party shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection herewith or pursuant to any Note, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Note, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any Note, (iv) the validity, enforceability, effectiveness or genuineness hereof or of any Note or any other agreement, instrument or document, (v) the creation, perfection or priority of liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth herein or elsewhere in any Note. Secured Party shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be...
Appointment of Secured Party. Borrower hereby irrevocably ---------------------------- constitutes and appoints Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Borrower and in the name of Borrower or in its own name, from time to time in Secured Party's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives Secured Party the power and right, on behalf of Borrower without notice to or assent by Borrower to do the following:
Appointment of Secured Party. So long as any Obligation remains unpaid or Lenders (or any of them) have any commitment to lend under the Loan Agreement, Debtor does hereby designate and appoint Secured Party its true and lawful attorney with power irrevocable, for it and in its name, place and stead, after an Event of Default has occurred and is continuing, to ask, demand, receive, receipt and give acquittance for any and all amounts which may be or become due or payable to Debtor with respect to the Collateral, and in Secured Party's sole discretion to file any claim or take any action or proceeding, or either, in its own name or in the name of Debtor, or otherwise, which Secured Party deems necessary or desirable in order to collect or enforce payment of any and all amounts which may become due or owing with respect to the Collateral. The acceptance of this appointment by Secured Party shall not obligate it to perform any duty, covenant or obligation required to be performed by Debtor under or by virtue of the Collateral or to take any action in connection therewith. Secured Party may also execute, on behalf of Debtor, any financing statements or other instruments which in its opinion may be necessary or desirable to perfect or protect its position with respect to the Collateral. Without
Appointment of Secured Party. So long as any Secured Obligation remains unpaid or any Lender has any Commitment under the Loan Agreement, each Debtor does hereby designate and appoint the Secured Party its true and lawful attorney coupled with an interest and with power irrevocable, after an Event of Default has occurred and is continuing, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Secured Party may deem necessary or advisable to accomplish the purposes hereof, including, without limitation, all of the following: (i) take possession of and endorse any notes, acceptances, checks, drafts, money orders or other forms of payment or security and collect any Proceeds of any Collateral; (ii) sign and endorse any invoice or xxxx of lading relating to any of the Collateral, warehouse or storage receipts, drafts against customers or other obligors, assignments, notices of assignment, verifications and notices to customers or other obligors; (iii) receive, open and dispose of all mail addressed to any Debtor; (iv) send requests for verification of Rights to Payment to any of any Debtor’s account debtors or payment obligors in respect of the Collateral; (v) notify, or to require each or any Debtor to notify, its account debtors or payment obligors to make all payments directly to the Secured Party; (vi) assert, adjust, xxx for, compromise or release any claims under any policies of insurance; (vii) ask, demand, collect, receive and give acquittances and receipts for any and all Rights to Payment, enforce payment or any other rights in respect of the Rights to Payment and other Collateral, grant consents, agree to any amendments, modifications or waivers of the agreements and documents governing the Rights to Payment and other Collateral, and otherwise file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Secured Party may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Secured Party with respect to the Collateral; (vii) execute any and all applications, documents, papers and instruments necessary for the Secured Party to use the IP Collateral and grant or issue any exclusive or non exclusive license or sublicense with respect to any IP Collateral; (ix) execute any and all endorsements, assignments or other documents and instruments necessary...
Appointment of Secured Party. Effective as of the occurrence of an Event of Default, Pledgor hereby constitutes and appoints Secured Party as its true and lawful attorney, with full power of substitution, to ask, demand, collect, receive, and give acquittance for any and all amounts that may be or become due or payable under the Shares; to endorse the name of Pledgor on any instrument given in evidence, payment, or partial payment thereof; and in its discretion, to file any claim or take any other action or proceeding, either in its own name or in the name of Pledgor or otherwise, that Secured Party may deem necessary or appropriate to protect and preserve its right, title and interest hereunder.
Appointment of Secured Party. So long as any Obligation remains unpaid or Lenders (or any of them) have any commitment to lend under the Loan Agreement, each Debtor does hereby designate and appoint Secured Party its true and lawful attorney with power irrevocable, for it and in its name, place and stead, after an Event of Default has occurred and is continuing, to ask, demand, receive, receipt and give acquittance for any and all amounts which may be or become due or payable to any Debtor with respect to the Collateral, and in Secured Party's sole discretion to file any claim or take any action or proceeding, or either, in its own name or in the name of such Debtor, or otherwise, which Secured Party deems necessary or desirable in order to collect or enforce payment of any and all amounts which may become due or owing with respect to the Collateral. The acceptance of this appointment by Secured Party shall
Appointment of Secured Party. (a) Each Investor hereby designates Ivy Investment Management Company, a Delaware corporation, as Secured Party to act as herein specified. Each Investor hereby irrevocably authorizes, and each holder of any Note by the acceptance of a Note shall be deemed irrevocably to authorize, Secured Party to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Secured Party by the terms hereof and thereof and such other powers as are reasonably incidental thereto. Secured Party shall hold all Collateral and all payments of principal, interest, fees, charges and expenses received pursuant to this Agreement or any other Loan Document for the ratable benefit of the Investors except as otherwise provided herein. Secured Party may perform all or any of its duties hereunder by or through its agents, sub-agents or employees.
Appointment of Secured Party. Debtor hereby appoints Secured Party as its attorney-in-fact, which appointment is irrevocable and shall be deemed to be coupled with an interest, with respect to the execution, acknowledgment, delivery, and filing or recording for and in the name of Debtor of any of the documents or instruments referred to in Sections 3.04 and 3.19.
Appointment of Secured Party. Each Grantor hereby irrevocably constitutes and appoints Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Grantor and in the name of the Grantor or in its own name, from time to time in Secured Party's discretion, for the purpose of carrying out the terms of this Trademark Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Trademark Agreement and, without limiting the generality of the foregoing, hereby gives Secured Party the power and right, on behalf of the Grantor upon and during the continuance of an Event of Default, without notice to or assent by the Grantor, to do the following:
Appointment of Secured Party as Debtor s Attorney-in-Fact. Debtor hereby irrevocably designates, makes, constitutes and appoints Secured Party (and all persons designated by Secured Party in writing to Debtor) as Debtor s true and lawful attorney-in-fact, and authorizes Secured Party, in Debtor s or Secured Party s name, to do the following: at any time after the occurrence of a Default, (i) demand payment of Accounts of Debtor; (ii) enforce payment of accounts of Debtor by legal proceedings or otherwise; (iii) exercise all of Debtor s rights and remedies with respect to proceedings brought to collect any Account; (iv) sell or assign any Account of Debtor upon such terms, for such amount and at such time or times as Secured Party deems advisable; (v) settle, adjust, compromise, extend or renew any Account of Debtor; (vi) discharge and release any Account of Debtor; (vii) prepare, file and sign Debtor s name on any proof of claim in bankruptcy or other similar document against any Account Debtor; (viii) have access to any postal box of Debtor and notify the post office authorities to change the address for delivery of Debtor s mail to an address designated by Secured Party; and (ix) do all other acts and things which are necessary, in Secured Party s discretion, to fulfill Debtor s Obligations under this Agreement. Secured Party shall not exercise its rights arising as a result hereof until after the occurrence of a Default hereunder.
