Agent as Attorney in Fact. The Agent is hereby appointed the attorney-in-fact of the Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments or documents that the Agent may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest, although the Agent agrees not to exercise its rights under this power of attorney unless, in its opinion or the opinion of its legal counsel, an Event of Default has occurred that the Agent has not declared in writing to have been cured or waived. Without limiting the generality of the foregoing, but subject to Section 18.3, the Agent shall have the right and power during the occurrence and continuation of any Event of Default to receive, endorse, collect and control all checks or instruments made payable to the order of the Seller and all other forms of payment to the Seller that represent any payment on account of the principal of or interest on or proceeds from any of the Purchased Loans and to give full discharge for the same.
Agent as Attorney in Fact. (a) Borrower hereby irrevocably constitutes and appoints Agent 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 Agent's discretion, for the purpose of carrying out the terms of this Agreement, without notice to or assent by Borrower, upon the occurrence and during the continuance of an Event of Default:
Agent as Attorney in Fact. (a) Grantor hereby irrevocably constitutes and designates Agent as its attorney-in-fact to:
Agent as Attorney in Fact. If an Event of Default has occurred and is continuing, the Agent and any officer or agent thereof, with full power of substitution, is hereby appointed the attorney-in-fact (with special power of attorney) of the Corporation for the purpose of carrying out the provisions of the Transaction Documents, and taking any action and executing any instrument that the Agent may deem necessary or advisable to accomplish the purposes of the Transaction Documents, which appointment as attorney-in-fact is irrevocable and coupled with an interest and, without limiting the generality of the foregoing, gives the Agent and any officer or agent thereof the power and right on behalf of the Corporation without notice to or assent by any of the foregoing to do the following when and to the extent that it is authorized or directed to do so pursuant to the terms of this Agreement or any of the Collateral Documents:
Agent as Attorney in Fact. In connection with the agreement of the ------------------------- Principals to appoint the Agent to act in the name place and stead of the Principals as provided above, the Principals hereby irrevocably designate and appoint Agent to act on behalf of the Principals as their attorney-in-fact in exercising its authority under this Agreement and in exercising rights and remedies of Secured Party under the Security Agreement. Agent is hereby irrevocably constituted and appointed as the true and lawful attorney-in-fact with full power of attorney and authority in the name, place and stead of the Principals to take action and to execute, acknowledge, deliver, file and record all such documents in exercising Agent's authority as aforesaid. The appointment of Agent as attorney-in-fact shall be deemed to be a power coupled with an interest and shall survive the bankruptcy, death or incompetency of any one or more of the Principals, hereby giving such power for the transfer or assignment of any of their interests covered hereby.
Agent as Attorney in Fact. Each Credit Party irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent), so long as any Default or Event of Default shall have occurred and be continuing or the anticipated insurance proceeds exceed, per occurrence or in the aggregate for all occurrences, for all Credit Parties at any time, US$1,500,000 or the Equivalent Amount thereof in another currency, as such Credit Party's true and lawful agent, mandatary and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" and business interruption policies of insurance, endorsing the name of such Credit Party on any check or other item of payment for the proceeds of such "All Risk" and business interruption policies of insurance and for making all determinations and decisions with respect to such "All Risk" and business interruption policies of insurance; provided, that so long as any obligations are outstanding under the US Facility Agreement or the commitments of the US Lenders thereunder have not been terminated, Agent shall defer to US Agent for the foregoing purposes with respect to US Subsidiary Guarantors and Ultimate Parent; and, provided further, that the foregoing shall be subject to the Intercreditor Agreement. Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. After deducting from such proceeds the expenses, if any, incurred by Agent in the collection or handling thereof, Agent may, at its option, subject to Sections 5.4(3)(d) and 5.4(3)(f) below, and the terms of the Intercreditor Agreement, (A) apply such proceeds to the reduction of the Obligations in accordance with Section 1.3(4), or (B) permit or require the applicable Credit Party to use such money, or any part thereof, to replace, repair, restore or rebuild the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the loss, damage or destruction.
Agent as Attorney in Fact. (a) Borrower hereby irrevocably constitutes and appoints Agent 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, without notice to or assent by Borrower, to do the following:
Agent as Attorney in Fact. The Agent is xxxxxx appointed the attorney-in- fact of the Seller for the purpose of carrying out the provisions of this Agreement and taking
Agent as Attorney in Fact. Each Company hereby appoints Agent, with full power of substitution, as such Company's attorney in fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest.
Agent as Attorney in Fact. (a) Each Pledgor does hereby make, constitute and appoint the Agent, and any officer or agent of the Agent, with full power of substitution, as such Pledgor’s attorney-in-fact, with power, in its own name or in the name of such Pledgor, upon the occurrence and during the continuance of an Event of Default, and after giving notice with the right to cure to the other members of the Company as set forth in section 2(i) above, generally to do (to the extent so permitted) at the Agent’s option, at any time or from time to time, all acts and things that the Agent deems necessary to protect, preserve and realize upon the Pledged Collateral and the Agent’s security interest therein to effect the intent of this Agreement, all as fully and effectually as such Pledgor might or could do; and such Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Secured Obligations shall be outstanding.
