Agent Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, each Pledgor hereby appoints the Agent as its attorney-in-fact for the purpose, from and after the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument which the Agent may deem necessary or advisable to accomplish the purposes hereof. Without limiting the generality of the foregoing, the Agent shall, from and after the occurrence and for so long as an Event of Default is continuing, have the right and power to: (i) receive, endorse and collect all checks and other orders for the payment of money made payable to a Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities. (b) All acts done under the foregoing authorization are hereby ratified and approved by each Pledgor and neither the Agent, any other Secured Party nor any designee or agent thereof shall be liable for any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconduct. (c) This power of attorney, being coupled with an interest, is irrevocable until the payment or performance in full of all Secured Obligations and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement).
Appears in 1 contract
Agent Appointed Attorney-in-Fact. (a) To effectuate Effective only upon an Event of Default (unless such Event of Default is waived in writing by the terms and provisions hereofPledgees), each Pledgor the Pledgors hereby appoints the Agent as its the Pledgors’ attorney-in-fact for fact, with full authority in the purposeplace and stead of, and in the name of, the Pledgors or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking Agent's discretion to take any action and executing to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuingwithout limitation, have the right and power to:
(i) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a Pledgor the Pledgors representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby ratified Each Pledgor, severally and approved by each Pledgor and neither not jointly, authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with power, in the name of the Pledgees or the Pledgors, after the occurrence and during the continuance of an Event of Default, (i) to endorse any checks, drafts, money orders or other Secured Party nor instruments of payment (including payments payable under or in respect of any designee policy of insurance) in respect of the Pledged Collateral that may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or agent thereof any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection with accounts, and other documents relating to the Pledged Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Pledged Collateral; (v) generally to do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or from time to time, all acts and things which the Pledgees deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of such Pledgor, to appoint a receiver or equivalent person to xxxxxxxx such Pledgor’s assets, and such Pledgor hereby ratifies all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be liable irrevocable for the term of this Agreement and thereafter as long as any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconductthe Obligations shall be outstanding.
(c) This power Each Pledgor hereby irrevocably appoints the Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of attorneysuch Pledgor and in the name of such Pledgor, being coupled with an interestfrom time to time in the Agent’s discretion, is irrevocable until the payment to file in its sole discretion, of one or performance in full of all Secured Obligations more financing or continuation statements and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant amendments thereto, relative to the requirements of Section 2.4(j) any of the Loan Agreement)Collateral without the signature of such Pledgor where permitted by law.
Appears in 1 contract
Samples: Pledge and Security Agreement (Solar Wind Energy Tower, Inc.)
Agent Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, each The Pledgor hereby appoints the Agent as its the Pledgor's attorney-in-fact for fact, with full authority in the purposeplace and stead of the Pledgor and in the name of the Pledgor or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking Agent's discretion to take any action and executing to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuingwithout limitation, have the right and power to:
(i) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a the Pledgor representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and.
(iib) execute endorsementsThe Pledgor authorizes the Agent, assignments and does hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgor's true and lawful attorney-in-fact, with power, in the name of the Pledgees or the Pledgor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any Debentures, checks, drafts, money orders, or other instruments of conveyance payment (including payments payable under or transfer in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) generally, to do, at the option of the Pledgees, and at the expense of the Pledgor, at any time, or from time to time, all acts and things which the Pledgees deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Pledgor might or could do; and (vi) in the event of the bankruptcy of the Pledgor, to appoint a receiver or equivalent person to xxxxxxxx Pledgor's assets, and the 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 Pledged Collateral Obligations shall be outstanding.
(c) On a continuing basis, the Pledgor will make, execute, acknowledge, deliver, file and to exercise all rights record, as the case may be, with the proper filing and privileges of (or on behalf of) the owner of recording agencies in any Pledged Collateraljurisdiction, including, without limitation, the jurisdictions indicated on SCHEDULE B, attached hereto, all voting rights with respect such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Pledgees, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Pledged SecuritiesPledgees the grant or perfection of a security interest in all the Collateral under the UCC.
(bd) All acts done under The Pledgor hereby irrevocably appoints the foregoing authorization are hereby ratified Agent as the Pledgor's attorney-in-fact, with full authority in the place and approved by each stead of the Pledgor and neither in the name of the Pledgor, from time to time in the Agent's discretion, to take any other Secured Party nor action and to execute any designee instrument which the Pledgees may deem necessary or agent thereof shall be liable for advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconduct.
(c) This power of attorney, being coupled with an interest, is irrevocable until the payment or performance in full of all Secured Obligations and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement)Collateral without the signature of the Pledgor where permitted by law.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. (a) To effectuate Effective only upon an Event of Default (unless such Event of Default is waived in writing by the terms and provisions hereofPledgees), each Pledgor the Pledgors hereby appoints the Agent as its the Pledgors' attorney-in-fact for fact, with full authority in the purposeplace and stead of, and in the name of, the Pledgors or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking Agent's discretion to take any action and executing to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuingwithout limitation, have the right and power to:
(i) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a Pledgor the Pledgors representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby ratified Each Pledgor, severally and approved by each Pledgor and neither not jointly, authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors' true and lawful attorney-in-fact, with power, in the name of the Pledgees or the Pledgors, after the occurrence and during the continuance of an Event of Default, (i) to endorse any checks, drafts, money orders or other Secured Party nor instruments of payment (including payments payable under or in respect of any designee policy of insurance) in respect of the Pledged Collateral that may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or agent thereof any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against Pxxxxorx, xssignments, verifications and notices in connection with accounts, and other documents relating to the Pledged Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Pledged Collateral; (v) generallx xo do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or from time to time, all acts and things which the Pledgees deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of such Pledgor, to appoint a receiver or equivalent person to marshall such Pledgor's assets, and such Pledgor hereby ratifies all xxxx xxxd attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be liable irrevocable for the term of this Agreement and thereafter as long as any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconductthe Obligations shall be outstanding.
(c) This power Each Pledgor hereby irrevocably appoints the Agent as such Pledgor's attorney-in-fact, with full authority in the place and stead of attorneysuch Pledgor and in the name of such Pledgor, being coupled with an interestfrom time to time in the Agent's discretion, is irrevocable until the payment to file in its sole discretion, of one or performance in full of all Secured Obligations more financing or continuation statements and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant amendments thereto, relative to the requirements of Section 2.4(j) any of the Loan Agreement)Collateral without the signature of such Pledgor where permitted by law.
Appears in 1 contract
Samples: Pledge and Security Agreement (Red Giant Entertainment, Inc.)
Agent Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, each Each Pledgor hereby irrevocably, until the Termination Date, appoints the Agent, its nominee, and any other Person whom Agent may designate, as its such Pledgor’s attorney-in-fact for fact, with full power during the purpose, from and after the occurrence and for so long as an existence of any Event of Default Default, subject to any applicable law, to take any action (including the completion and presentation of any proxy) and to execute any instrument that is continuing, of carrying out necessary for Agent to exercise its rights and remedies with respect to the provisions Pledged Collateral in accordance with the terms of this Pledge Agreement and taking any action and executing any instrument which the Agent may deem necessary or advisable Agreement, including, without limitation, to accomplish the purposes hereof. Without limiting the generality of the foregoing, the Agent shall, from and after the occurrence and for so long as an Event of Default is continuing, have the right and power to:
(i) receive, endorse and collect all checks and instruments (or other orders for the payment of money property, as applicable) made payable to a any Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
thereof; (ii) execute endorsementsexercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, assignments or other instruments of conveyance or transfer transfer, pledge, make any agreement with respect to all or otherwise deal with any of the Pledged Collateral as fully and completely as though such attorney-in-fact was the absolute owner thereof for all purposes, and to exercise do, at such attorney-in-fact’s option and such Pledgor’s expense, at any time or from time to time, all rights acts and privileges of (things that such attorney-in-fact deems necessary to protect, preserve or on behalf of) realize upon the owner Pledged Collateral. Each Pledgor hereby ratifies and approves all acts of any Pledged Collateral, including, without limitation, all voting rights with respect such attorney-in-fact made or taken pursuant to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby ratified this Section 7 and approved by each Pledgor and agrees that neither the Agent, Agent nor any other Secured Party nor any designee or agent thereof Person designated as an attorney-in-fact by Agent shall be liable for any acts of commission or omissionacts, for any error omissions, errors of judgment or for any mistake mistakes of fact or law except for acts of (other than, and only to the extent of, such Person’s gross negligence or willful misconduct.
(c) This power ). The foregoing powers of attorney, being coupled with an interest, is are irrevocable until the payment or performance in full of all Secured Obligations and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement)Termination Date.
Appears in 1 contract
Samples: Pledge Agreement (Green Plains Inc.)
Agent Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, each Pledgor Grantor hereby irrevocably appoints the Agent as its Grantor's attorney-in-fact for fact, with full authority in the purposeplace and stead of Grantor and in the name of Grantor, Agent or otherwise, from and after the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking time to time in Agent's discretion to take any action and executing to execute any instrument which the that Agent may deem necessary or advisable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shall, from and after including without limitation:
(a) upon the occurrence and for so long as during the continuation of an Event of Default is continuingDefault, have to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the right and power to:Collateral;
(ib) upon the occurrence and during the continuation of an Event of Default, to receive, endorse and collect all checks and other orders for the payment of money made payable to a Pledgor representing any interest or dividend drafts or other distribution or amount payable instruments, documents and chattel paper in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
connection with clause (iia) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby ratified and approved by each Pledgor and neither the Agent, any other Secured Party nor any designee or agent thereof shall be liable for any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconduct.above;
(c) This power upon the occurrence and during the continuation of attorneyan Event of Default, being coupled to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent with an interestrespect to any of the Collateral;
(d) to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Amended Credit Agreement) levied or placed upon or threatened against the Collateral, is irrevocable until the payment legality or performance in full of all Secured Obligations validity thereof and the expiration or termination amounts necessary to discharge the same to be determined by Agent in its sole discretion, any such payments made by Agent to become obligations of all Revolving Commitments Grantor to Agent, due and payable immediately without demand;
(e) upon the cancellation occurrence and during the continuation of all Letters an Event of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant Default, to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with the Accounts and other documents relating to the requirements Collateral;
(f) upon the occurrence and during the continuation of Section 2.4(jan Event of Default, to file, or cause to be filed, to the extent permitted by law, such applications for approval and to take all other and further actions required to obtain any approvals or consents from the FCC required for the exercise of any right or remedy hereunder; and
(g) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Loan Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and Grantor's expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral and Agent's security interest therein in order to effect the intent of this Agreement), all as fully and effectively as Grantor might do.
Appears in 1 contract
Samples: Accounts Receivable Security Agreement (Benedek License Corp)
Agent Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, each The Pledgor hereby appoints the Agent as its the Pledgor's attorney-in-fact for fact, with full authority in the purposeplace and stead of the Pledgor and in the name of the Pledgor or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking Agent's discretion to take any action and executing to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuingwithout limitation, have the right and power to:
(i) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a the Pledgor representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and.
(iib) execute endorsementsThe Pledgor authorizes the Agent, assignments and does hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgor's true and lawful attorney-in-fact, with power, in the name of the Pledgees or the Pledgor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any Debentures, checks, drafts, money orders, or other instruments of conveyance payment (including payments payable under or transfer in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, storxxx or xxxehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection with respect accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue for monies due in xespect of the Collateral; (v) generally, to do, at the option of the Pledgees, and at the expense of the Pledgor, at any time, or from time to time, all acts and things which the Pledgees deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Pledgor might or could do; and (vi) in the event of the bankruptcy of the Pledgor, to appoint a receiver or equivalent person to marshall Pledgor's assets, xxx xxx 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 Pledged Collateral Obligations shall be outstanding.
(c) On a continuing basis, the Pledgor will make, execute, acknowledge, deliver, file and to exercise all rights record, as the case may be, with the proper filing and privileges of (or on behalf of) the owner of recording agencies in any Pledged Collateraljurisdiction, including, without limitation, the jurisdictions indicated on Schedule B, attached hereto, all voting rights with respect such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Pledgees, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Pledged SecuritiesPledgees the grant or perfection of a security interest in all the Collateral under the UCC.
(bd) All acts done under The Pledgor hereby irrevocably appoints the foregoing authorization are hereby ratified Agent as the Pledgor's attorney-in-fact, with full authority in the place and approved by each stead of the Pledgor and neither in the name of the Pledgor, from time to time in the Agent's discretion, to take any other Secured Party nor action and to execute any designee instrument which the Pledgees may deem necessary or agent thereof shall be liable for advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconduct.
(c) This power of attorney, being coupled with an interest, is irrevocable until the payment or performance in full of all Secured Obligations and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement)Collateral without the signature of the Pledgor where permitted by law.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. (a) To effectuate Effective upon the terms occurrence and provisions hereofcontinuation of an Event of Default, each Pledgor the Pledgors hereby appoints the Agent as its the Pledgors' attorney-in-fact for fact, with full authority in the purposeplace and stead of, and in the name of, the Pledgors or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking Agent's discretion to take any action and executing to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuingwithout limitation, have the right and power to:
(i) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a Pledgor the Pledgors representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby ratified and approved by each Each Pledgor and neither authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors' true and lawful attorney-in-fact, with power, in the name of the Pledgees or the Pledgors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any checks, drafts, money orders or other Secured Party nor instruments of payment (including payments payable under or in respect of any designee policy of insurance) in respect of the Pledged Collateral that may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or agent thereof any invoice, freight or express bill, bill of lading, storaxx xr xxxxhouse receipts, drafts against Pledgors, assignments, verifications and notices in connection with accounts, and other documents relating to the Pledged Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue for monies due in xxspect of the Pledged Collateral; (v) generally, to do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or from time to time, all acts and things necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of any Pledgor, to appoint a receiver or equivalent person to marshall such Pledgor's assxxx, xxx 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 liable irrevocable for any acts the term of commission this Agreement or omission, for any error earlier satisfaction in full of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconductthe Debenture.
(c) This power Each Pledgor hereby irrevocably appoints the Agent as such Pledgor's attorney-in-fact, with full authority in the place and stead of attorneysuch Pledgor and in the name of such Pledgor, being coupled with an interestfrom time to time in the Agent's discretion, is irrevocable until to take any action and to execute any instrument which the payment Pledgees may deem necessary or performance advisable to accomplish the purposes of this Agreement, including the filing, in full its sole discretion, of all Secured Obligations one or more financing or continuation statements and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant amendments thereto, relative to the requirements of Section 2.4(j) any of the Loan Agreement)Collateral without the signature of such Pledgor where permitted by law.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, each Pledgor Grantor hereby irrevocably appoints the Agent as its Grantor's attorney-in-fact for fact, with full authority in the purposeplace and stead of Grantor and in the name of Grantor, Agent or otherwise, from and after the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking time to time in Agent's discretion to take any action and executing to execute any instrument which the that Agent may deem necessary or advisable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the including without limitation:
(a) to obtain and adjust insurance required to be maintained by Grantor or paid to Agent shall, from and after pursuant to Section 6;
(b) upon the occurrence and for so long as during the continuation of an Event of Default is continuingDefault, have to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the right and power to:Collateral;
(ic) upon the occurrence and during the continuation of an Event of Default, to receive, endorse and collect all checks any drafts or other instruments, documents and chattel paper in connection with clauses (a) and (b) above;
(d) upon the occurrence and during the continuation of an Event of Default, to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent with respect to any of the Collateral;
(e) to pay or discharge taxes or Liens (other than Liens permitted under the Amended Credit Agreement or this Agreement) 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 Agent in its sole discretion, any such payments made by Agent to become obligations of Grantor to Agent, due and payable immediately without demand;
(f) upon the occurrence and during the continuation of an Event of Default, to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other orders documents relating to the Collateral;
(g) upon the occurrence and during the continuation of an Event of Default, to file, or cause to be filed, to the extent permitted by law, such applications for approval and to take all other and further actions required to obtain any approvals or consents from the FCC required for the payment exercise of money made payable to a Pledgor representing any interest right or dividend or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, remedy hereunder; and
(iih) execute endorsementsupon the occurrence and during the continuation of an Event of Default, assignments or other instruments of conveyance or transfer generally to sell, transfer, pledge, make any agreement with respect to all or otherwise deal with any of the Pledged Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and Grantor's expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral and Agent's security interest therein in order to exercise all rights and privileges effect the intent of (or on behalf of) the owner of any Pledged Collateral, including, without limitationthis Agreement, all voting rights with respect to the Pledged Securitiesas fully and effectively as Grantor might do.
(b) All acts done under the foregoing authorization are hereby ratified and approved by each Pledgor and neither the Agent, any other Secured Party nor any designee or agent thereof shall be liable for any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconduct.
(c) This power of attorney, being coupled with an interest, is irrevocable until the payment or performance in full of all Secured Obligations and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement).
Appears in 1 contract
Samples: Acquired Assets Security Agreement (Benedek License Corp)
Agent Appointed Attorney-in-Fact. (a) To effectuate Effective only upon an Event of Default (unless such Event of Default is waived in writing by the terms and provisions hereofPledgee), each Pledgor the Pledgors hereby appoints the Agent as its the Pledgors’ attorney-in-fact for fact, with full authority in the purposeplace and stead of, and in the name of, the Pledgors or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking Agent's discretion to take any action and executing to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuingwithout limitation, have the right and power to:
(i) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a Pledgor the Pledgors representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby ratified Each Pledgor, severally and approved by each Pledgor and neither not jointly, authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with power, in the name of the Pledgee or the Pledgors, after the occurrence and during the continuance of an Event of Default, (i) to endorse any checks, drafts, money orders or other Secured Party nor instruments of payment (including payments payable under or in respect of any designee policy of insurance) in respect of the Pledged Collateral that may come into possession of the Pledgee; (ii) to sign and endorse any financing statement pursuant to the UCC or agent thereof any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection with accounts, and other documents relating to the Pledged Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Pledged Collateral; (v) generally to do, at the option of the Pledgee, and at the expense of the Pledgors, severally and jointly, at any time, or from time to time, all acts and things which the Pledgee deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of such Pledgor, to appoint a receiver or equivalent person to xxxxxxxx such Pledgor’s assets, and such Pledgor hereby ratifies all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be liable irrevocable for the term of this Agreement and thereafter as long as any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconductthe Obligations shall be outstanding.
(c) This power Each Pledgor hereby irrevocably appoints the Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of attorneysuch Pledgor and in the name of such Pledgor, being coupled with an interestfrom time to time in the Agent’s discretion, is irrevocable until the payment to file in its sole discretion, of one or performance in full of all Secured Obligations more financing or continuation statements and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant amendments thereto, relative to the requirements of Section 2.4(j) any of the Loan Agreement)Collateral without the signature of such Pledgor where permitted by law.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. (a) To effectuate Effective only upon an Event of Default (unless such Event of Default is waived in writing by the terms and provisions hereofPledgees), each Pledgor the Pledgors hereby appoints the Agent as its the Pledgors’ attorney-in-fact for fact, with full authority in the purposeplace and stead of, and in the name of, the Pledgors or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking Agent's discretion to take any action and executing to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuingwithout limitation, have the right and power to:
(i) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a Pledgor the Pledgors representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby ratified and approved by each Each Pledgor and neither authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with power, in the name of the Pledgees or the Pledgors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any checks, drafts, money orders or other Secured Party nor instruments of payment (including payments payable under or in respect of any designee policy of insurance) in respect of the Pledged Collateral that may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or agent thereof any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection with accounts, and other documents relating to the Pledged Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Pledged Collateral; (v) generally, to do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or from time to time, all acts and things which the Pledgees deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of any Pledgor, to appoint a receiver or equivalent person to xxxxxxxx such Pledgor’s assets, 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 liable irrevocable for the term of this Agreement and thereafter as long as any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconductthe Obligations shall be outstanding.
(c) This power Each Pledgor hereby irrevocably appoints the Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of attorneysuch Pledgor and in the name of such Pledgor, being coupled with an interestfrom time to time in the Agent’s discretion, is irrevocable until to take any action and to execute any instrument which the payment Pledgees may deem necessary or performance advisable to accomplish the purposes of this Agreement, including the filing, in full its sole discretion, of all Secured Obligations one or more financing or continuation statements and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant amendments thereto, relative to the requirements of Section 2.4(j) any of the Loan Agreement)Collateral without the signature of such Pledgor where permitted by law.
Appears in 1 contract
Samples: Pledge and Security Agreement (Wave Uranium Holding)
Agent Appointed Attorney-in-Fact. (a) To effectuate Subject to the terms and provisions hereofof the Second Lien Intercreditor Agreement, each Pledgor hereby appoints the Agent as its the attorney-in-fact of such Pledgor for the purpose, from and after the occurrence and for so long as an Event of Default is continuing, purpose of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument which that the Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest until the earlier of (a) payment in full in cash of the Secured Obligations (in each case other than obligations backstopped by letters of credit, contingent or unliquidated obligations or liabilities not then due) and (b) upon the termination and release of the pledges made by the Pledgors herein and all other security interests granted hereby. Without limiting the generality of the foregoing, subject to applicable Gaming Laws and the Second Lien Intercreditor Agreement, the Agent shallshall have the right, from and after upon the occurrence and for so long as during the continuance of an Event of Default is continuingDefault, have with full power of substitution either in the right and power to:
Agent’s name or in the name of such Pledgor, (ia) to receive, endorse endorse, assign or deliver any and collect all checks and other notes, acceptances, checks, drafts, money orders for the payment of money made payable to a Pledgor representing any interest or dividend or other distribution evidences of payment relating to the Collateral or amount payable any part 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 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; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) 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 all or any of the Collateral or to enforce any rights in respect of the Pledged Collateral of such Pledgor any Collateral; (g) to settle, compromise, compound, adjust or defend any part thereof and to give full discharge for the sameactions, and
(ii) execute endorsements, assignments suits or other instruments of conveyance or transfer with respect proceedings relating to all or any of the Pledged Collateral Collateral; (h) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to exercise do all rights other acts and privileges things necessary to carry out the purposes of (or on behalf of) this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to make any Pledged Collateralcommitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, includingor to present or file any claim or notice, without limitation, all voting rights or to take any action with respect to the Pledged Securities.
(b) All acts done under Collateral or any part thereof or the foregoing authorization are hereby ratified moneys due or to become due in respect thereof or any property covered thereby. The Agent and approved by each Pledgor 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 neither the Agentthey nor their officers, any other Secured Party nor any designee directors, employees or agent thereof agents shall be liable responsible to any Pledgor for any acts of commission act or omissionfailure to act hereunder, for any error of judgment or for any mistake of fact or law except for acts of their own gross negligence or willful misconduct.
(c) This power of attorney, being coupled with an interest, is irrevocable until the payment or performance in full of all Secured Obligations and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement).
Appears in 1 contract
Agent Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, each Pledgor The Pledgors hereby appoints appoint the Agent as its the Pledgors’ attorney-in-fact for fact, with full authority in the purposeplace and stead of, and in the name of, the Pledgors or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking Agent's discretion to take any action and executing to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuingwithout limitation, have the right and power to:
(i) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a Pledgor the Pledgors representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and.
(iib) execute endorsementsEach Pledgor authorizes the Agent, assignments and hereby makes, constitutes and appoints the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with power, in the name of the Pledgees or the Pledgors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any checks, drafts, money orders or other instruments of conveyance payment (including payments payable under or transfer in respect of any policy of insurance) in respect of the Pledged Collateral that may come into possession of the Pledgee; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, bxxx of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection with accounts, and other documents relating to the Pledged Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Pledged Collateral; (v) generally, to do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or from time to time, all acts and things which the Pledgees deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of any Pledgor, to appoint a receiver or equivalent person to mxxxxxxx such Pledgor’s assets, 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 Obligations shall be outstanding.
(c) Each Pledgor hereby irrevocably appoints the Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, from time to time in the Agent’s discretion, to take any action and to execute any instrument which the Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Pledged Collateral and to exercise all rights and privileges without the signature of (or on behalf of) the owner of any Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securitiessuch Pledgor where permitted by law.
(b) All acts done under the foregoing authorization are hereby ratified and approved by each Pledgor and neither the Agent, any other Secured Party nor any designee or agent thereof shall be liable for any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconduct.
(c) This power of attorney, being coupled with an interest, is irrevocable until the payment or performance in full of all Secured Obligations and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement).
Appears in 1 contract
Agent Appointed Attorney-in-Fact. (a) To effectuate Each Partner hereby irrevocably constitutes and appoints Agent to act, during the terms and provisions hereofcontinuation of an Event of Default, each Pledgor hereby appoints the Agent as its such Partner’s attorney-in-fact for (which appointment as attorney-in-fact shall be coupled with an interest and irrevocable), with full authority in the purposeplace and stead of such Partner and in the name of such Partner or otherwise, from and after the occurrence and for so long as an Event of Default is continuingtime to time in Agent’s discretion, of carrying out the provisions of this Pledge Agreement and taking to take any action and executing to execute any instrument and all documents and instruments which the Agent may deem necessary or advisable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis General Partner Security Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuing, have the right and power towithout limitation:
(i) upon the occurrence and during the continuance of any Event of Default, to exercise all partnership rights, powers and privileges to the same extent as a general partner, including, without limitation, to represent and vote all of the Partnership Interests and to endorse its name on the partnership powers delivered to it pursuant to Section 3(d) hereof;
(ii) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a Pledgor the Partners representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the samesame and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any and all of such dividends, payments or other distributions;
(iii) to pay or discharge taxes and liens levied or placed on the Collateral; and
(iiiv) execute endorsementsupon the occurrence and during the continuance of any Event of Default, assignments (A) to direct any party liable for any payment in respect of or arising out of any of the Collateral to make payment of any and all moneys due or to become due in connection therewith directly to Agent or as Agent shall direct, (B) to ask or make demand for, collect, receive payment of and receipt for, any and all moneys, claims and other instruments amounts due or to become due at any time in respect of conveyance or transfer arising out of any Collateral, (C) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (D) to defend any suit, action or proceeding brought against the Partners with respect to all any Collateral, (E) to settle, compromise or adjust any suit, action or proceeding described in clause (D) above and, in connection therewith, to give such discharges or releases as Agent may deem appropriate and (F) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and at the Partners’ expense, at any time, or from time to time, all acts and things which Agent deems necessary to protect, preserve or realize upon the Collateral and the Security Interest therein and to exercise all rights and privileges effect the intent of (or on behalf of) the owner of any Pledged Collateral, including, without limitationthis General Partner Security Agreement, all voting rights with respect to as fully and effectively as the Pledged SecuritiesPartners might do.
(b) All acts done under the foregoing authorization are hereby ratified and approved by each Pledgor and neither the Agent, any other Secured Party nor any designee or agent thereof shall be liable for any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconduct.
(c) This power of attorney, being coupled with an interest, is irrevocable until the payment or performance in full of all Secured Obligations and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement).
Appears in 1 contract
Samples: General Partner Security and Limited Guaranty Agreement (Westmoreland Coal Co)
Agent Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, each Pledgor The Grantor hereby -------------------------------- irrevocably appoints the Agent as its the Grantor's attorney-in-fact for fact, with full authority in the purposeplace and stead of the Grantor and in the name of the Grantor or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuingAgent's discretion, of carrying out the provisions of this Pledge Agreement and taking to take any action and executing to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes hereof. Without limiting of this Agreement, subject to the generality of Agent's authority as provided in the foregoing, the Agent shall, from and after the occurrence and for so long as an Event of Default is continuing, have the right and power to:
(i) receive, endorse and collect all checks and other orders for the payment of money made payable to a Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged CollateralNote Purchase Agreement, including, without limitation:
(a) after the occurrence and during the continuance of an Event of Default, all voting rights to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect to any of the Pledged Securities.Collateral;
(b) All acts done under after the foregoing authorization are hereby ratified occurrence and approved by each Pledgor during the continuance of an Event of Default, to receive, indorse, and neither the Agentcollect any drafts or other instruments, any other Secured Party nor any designee or agent thereof shall be liable for any acts of commission or omissiondocuments and chattel paper, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconduct.in connection with clause (a) above; ----------
(c) after the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral;
(d) after the occurrence and during the continuance of an Event of Default, to discharge any Lien or encumbrance on or against any of the Collateral or bond the same;
(e) to give any notices and record any Liens;
(f) to make any payments or take any acts which the Agent deems reasonably necessary or desirable to protect the Lien of the Agent, for the benefit of the Holders, on the Collateral;
(g) after the occurrence and during the continuance of an Event of Default, to execute and give receipt for any certificate of ownership or any document of title; and
(h) after the occurrence and during the continuance of an Event of Default, to transfer title to any item of Collateral. All Persons dealing with the Agent, or any employee or agent of the Agent acting pursuant hereto, or any substitute attorney-in-fact for the Agent, shall be fully protected in treating the powers and authorities conferred by this Section ------- 15 as existing and continuing in full force and effect. The Grantor hereby -- ratifies all that such attorney-in- fact shall lawfully do or cause to be done by virtue hereof. This power of attorney, being attorney is coupled with an interest, is irrevocable until interest and shall be irrevocable. This power of attorney shall terminate upon the payment or performance in full of all Secured Obligations and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit this Agreement pursuant to the requirements of Section 2.4(j) of the Loan Agreement).23. ----------
Appears in 1 contract
Samples: Issuer Security and Pledge Agreement (Western Micro Technology Inc /De)
Agent Appointed Attorney-in-Fact. (a) To effectuate Effective only upon an Event of Default (unless such Event of Default is waived in writing by the terms and provisions hereofPledgee), each Pledgor the Pledgors hereby appoints the Agent as its the Pledgors’ attorney-in-fact for fact, with full authority in the purposeplace and stead of, and in the name of, the Pledgors or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking Agent's discretion to take any action and executing to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuingwithout limitation, have the right and power to:
(i) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a Pledgor the Pledgors representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby ratified The Pledgor, severally and approved by each Pledgor and neither not jointly, authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with power, in the name of the Pledgee or the Pledgors, after the occurrence and during the continuance of an Event of Default, (i) to endorse any checks, drafts, money orders or other Secured Party nor instruments of payment (including payments payable under or in respect of any designee policy of insurance) in respect of the Pledged Collateral that may come into possession of the Pledgee; (ii) to sign and endorse any financing statement pursuant to the UCC or agent thereof any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection with accounts, and other documents relating to the Pledged Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Pledged Collateral; (v) generally to do, at the option of the Pledgee, and at the expense of the Pledgors, severally and jointly, at any time, or from time to time, all acts and things which the Pledgee deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of the Pledgor, to appoint a receiver or equivalent person to xxxxxxxx the Pledgor’s assets, and the Pledgor hereby ratifies all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be liable irrevocable for the term of this Agreement and thereafter as long as any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconductthe Obligations shall be outstanding.
(c) This power of The Pledgor hereby irrevocably appoints the Agent as the Pledgor’s attorney-in-fact, being coupled with an interest, is irrevocable until full authority in the payment or performance in full of all Secured Obligations place and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant to the requirements of Section 2.4(j) stead of the Loan Agreement)Pledgor and in the name of the Pledgor, from time to time in the Agent’s discretion, to file in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Pledgor where permitted by law.
Appears in 1 contract
Agent Appointed Attorney-in-Fact. (a) To effectuate the terms Each Grantor hereby designates and provisions hereof, each Pledgor hereby appoints the Agent Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as its attorney-in-fact for of such Grantor, irrevocably and with power of substitution, with authority to take any or all of the purpose, from and after following actions upon the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof:
(a) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate;
(b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof;
(c) to defend, settle or compromise any action brought in respect of the Collateral and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate;
(d) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;
(e) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;
(f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral;
(g) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral;
(h) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated therein;
(i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate;
(j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Article VI hereof; and
(k) to perform the affirmative obligations of such Grantor hereunder. This power of attorney is a power coupled with an interest and shall be irrevocable for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument which the Agent may deem necessary or advisable to accomplish the purposes hereof. Without limiting the generality of the foregoing, the Agent shall, from and after the occurrence and for so long as an Event of Default is continuing, have the right and power to:
(i) receive, endorse and collect all checks and other orders for the payment of money made payable to a Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise all rights and privileges of (or on behalf of) withhold the owner exercise of any Pledged Collateralof the rights, includingpowers, without limitation, all voting rights with respect privileges and options expressly or implicitly granted to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby ratified Administrative Agent in this Agreement, and approved by each Pledgor and neither the Agent, any other Secured Party nor any designee or agent thereof shall not be liable for any acts of commission failure to do so or omission, any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or for any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except for acts of or omissions resulting from its gross negligence or willful misconduct.
(c) . This power of attorneyattorney is conferred on the Administrative Agent solely to protect, being coupled with an interest, is irrevocable until preserve and realize upon its security interest in the payment or performance in full of all Secured Obligations and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant to the requirements of Section 2.4(j) of the Loan Agreement)Collateral.
Appears in 1 contract
Samples: Pledge and Security Agreement (Harmony Biosciences Holdings, Inc.)
Agent Appointed Attorney-in-Fact. (a) To effectuate Effective only upon an Event of Default (unless such Event of Default is waived in writing by the terms and provisions hereofPledgees), each Pledgor the Pledgors hereby appoints the Agent as its the Pledgors’ attorney-in-fact for fact, with full authority in the purposeplace and stead of, and in the name of, the Pledgors or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking Agent's discretion to take any action and executing to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuingwithout limitation, have the right and power to:
(i) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a Pledgor the Pledgors representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby ratified Each Pledgor, severally and approved by each Pledgor and neither not jointly, authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with power, in the name of the Pledgees or the Pledgors, after the occurrence and during the continuance of an Event of Default, (i) to endorse any checks, drafts, money orders or other Secured Party nor instruments of payment (including payments payable under or in respect of any designee policy of insurance) in respect of the Pledged Collateral that may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or agent thereof any invoice, freight or express bxxx, bxxx of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection with accounts, and other documents relating to the Pledged Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Pledged Collateral; (v) generally to do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or from time to time, all acts and things which the Pledgees deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of such Pledgor, to appoint a receiver or equivalent person to mxxxxxxx such Pledgor’s assets, and such Pledgor hereby ratifies all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be liable irrevocable for the term of this Agreement and thereafter as long as any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconductthe Obligations shall be outstanding.
(c) This power Each Pledgor hereby irrevocably appoints the Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of attorneysuch Pledgor and in the name of such Pledgor, being coupled with an interestfrom time to time in the Agent’s discretion, is irrevocable until the payment to file in its sole discretion, of one or performance in full of all Secured Obligations more financing or continuation statements and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant amendments thereto, relative to the requirements of Section 2.4(j) any of the Loan Agreement)Collateral without the signature of such Pledgor where permitted by law.
Appears in 1 contract
Samples: Pledge and Security Agreement (Ifan Financial, Inc.)
Agent Appointed Attorney-in-Fact. (a) To effectuate Effective only upon an Event of Default (unless such Event of Default is waived in writing by the terms and provisions hereofPledgees), each Pledgor the Pledgors hereby appoints the Agent as its the Pledgors’ attorney-in-fact for fact, with full authority in the purposeplace and stead of, and in the name of, the Pledgors or otherwise, from and after time to time in the occurrence and for so long as an Event of Default is continuing, of carrying out the provisions of this Pledge Agreement and taking Agent's discretion to take any action and executing to execute any instrument which the Agent may deem necessary or advisable desirable to accomplish the purposes hereof. Without limiting the generality of the foregoingthis Agreement, the Agent shallincluding, from and after the occurrence and for so long as an Event of Default is continuingwithout limitation, have the right and power to:
(i) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to a Pledgor the Pledgors representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same, and
(ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of any Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities.
(b) All acts done under the foregoing authorization are hereby ratified Each Pledgor, severally and approved by each Pledgor and neither not jointly, authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with power, in the name of the Pledgees or the Pledgors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any checks, drafts, money orders or other Secured Party nor instruments of payment (including payments payable under or in respect of any designee policy of insurance) in respect of the Pledged Collateral that may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or agent thereof any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection with accounts, and other documents relating to the Pledged Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Pledged Collateral; (v) generally, to do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or from time to time, all acts and things which the Pledgees deem necessary to protect, preserve and realize upon the Pledged Collateral and the Security Interest granted herein in order to effect the intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in the event of the bankruptcy of such Pledgor, to appoint a receiver or equivalent person to xxxxxxxx such Pledgor’s assets, 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 liable irrevocable for the term of this Agreement and thereafter as long as any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconductthe Obligations shall be outstanding.
(c) This power Each Pledgor hereby irrevocably appoints the Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of attorneysuch Pledgor and in the name of such Pledgor, being coupled with an interestfrom time to time in the Agent’s discretion, is irrevocable until the payment to file in its sole discretion, of one or performance in full of all Secured Obligations more financing or continuation statements and the expiration or termination of all Revolving Commitments and the cancellation of all Letters of Credit (or such letters of credit being cash collateralized or backed up by Letters of Credit pursuant amendments thereto, relative to the requirements of Section 2.4(j) any of the Loan Agreement)Collateral without the signature of such Pledgor where permitted by law.
Appears in 1 contract
