Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to: (a) Prosecute, defend, compromise, or release any action relating to the Collateral. (b) Sign change of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail. (c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral. (d) Sign the name of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts. (e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary. (f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower. (g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 5 contracts
Samples: Loan and Security Agreement (DSW Inc.), Loan and Security Agreement (Retail Ventures Inc), Loan and Security Agreement (DSW Inc.)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent as that (acting through any officer of the Collateral Agentits officers) as that Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent Agents and the Revolving Credit LendersSecured Parties. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Borrower’s mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers’ Representative or to any trustee in bankruptcy or receiver of the Lead BorrowerBorrowers’ Representative, or other legal representative of a Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 3 contracts
Samples: Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Administrative Agent as that (acting through any officer of the Collateral Agentits officers) as that Borrower's true and lawful attorney, with full power of substitution, following during the occurrence existence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Administrative Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Administrative Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Borrower's mail is to be sent to such address as the Collateral Administrative Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Administrative Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Administrative Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Claires Stores Inc), Loan and Security Agreement (Officemax Inc /Oh/)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agentits officers) as that the Borrower's true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Gander Mountain Co), Loan and Security Agreement (Gander Mountain Co)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's ’s true and lawful attorney, with full power of substitution, following exercisable only after the occurrence occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersAgent. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower’s mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof proof of Claim claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Aeropostale Inc), Secured Superpriority Debtor in Possession Loan, Security and Guaranty Agreement (Aeropostale Inc)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agentits officers or representatives) as that Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent Agents and the Revolving Credit LendersSecured Parties. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Borrower’s mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers’ Representative or to any trustee in bankruptcy or receiver of the Lead BorrowerBorrowers’ Representative, or other legal representative of a Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following exercisable after the occurrence occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersAgent. The rights and powers granted the Collateral Agent by this such appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Designs Inc), Loan and Security Agreement (Designs Inc)
Appointment as Attorney-in-Fact. Each Borrower Loan Party hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) as that BorrowerLoan Party's true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of DefaultDefault and subject to the terms of the Intercreditor Agreement, to convert the Collateral into cash at the sole risk, cost, and expense of that BorrowerLoan Party, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.;
(b) Sign change of address forms to change the address to which each BorrowersLoan Parties' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower); receive and open each BorrowersLoan Parties' mail; remove any Receivables Collateral and Proceeds proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Loan Party or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person to whom to so turn over such mail.;
(c) Endorse the name of the relevant Borrower Loan Party in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Loan Party on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.;
(d) Sign the name of the relevant Borrower Loan Party on any notice to that BorrowersLoan Parties' Account Debtors or verification of the Receivables Collateral; sign the relevant BorrowersLoan Parties' name on any Proof proof of Claim claim in Bankruptcy bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.Accounts Receivable;
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower Loan Party is a beneficiary.;
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.Loan Party; and
(g) Use, license or transfer any or all General Intangibles of each BorrowerLoan Party.
Appears in 2 contracts
Samples: Senior Loan Agreement (DSW Inc.), Senior Loan Agreement (Retail Ventures Inc)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Bakers Footwear Group Inc), Loan and Security Agreement (Harrys Farmers Market Inc)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole ratable benefit of the Agent and the Revolving Credit LendersAgent. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower’s mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (RoomStore, Inc.), Loan and Security Agreement (RoomStore, Inc.)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agentits officers) as that such Borrower's true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Borrowers, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' such Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' such Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead such Borrower or to any trustee in bankruptcy or receiver of the Lead such Borrower, or other legal representative of a such Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant such Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant such Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant such Borrower on any notice to that Borrowers' such Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' such Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any such Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each such Borrower.
(g) Use, license or transfer any or all General Intangibles of each such Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Jacobson Stores Inc), Loan and Security Agreement (Jacobson Stores Inc)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment appointment, following the occurrence and during the continuance of an Event of Default, include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower’s mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof proof of Claim claim in Bankruptcy bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hastings Entertainment Inc), Loan and Security Agreement (Hastings Entertainment Inc)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes authorizes and appoints Agent, or any Person as Agent may designate, as the Collateral Agent (acting through any officer Borrower’s attorney-in-fact, at Borrowers’ cost and expense, to exercise all of the Collateral Agent) as that Borrower's true and lawful attorneyfollowing powers, which being coupled with full power of substitutionan interest, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit shall be irrevocable until all of the Agent Obligations have been paid and satisfied in full and all of the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power toCommitments have been terminated:
(a) Prosecutea. To receive, defendtake, compromiseendorse, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of sign, assign and deliver, all such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of Agent, Lenders or the relevant Borrower in favor of Borrowers, as the Collateral Agent upon case may be, any and all checks, notes, drafts, notesand other documents or instruments relating to the Collateral;
b. To receive, acceptancesopen and dispose of all mail addressed to the Borrowers and to notify postal authorities to change the address for delivery thereof to such address as Agent may designate;
c. To request at anytime from account debtors indebted on Accounts, or other items or instruments; sign and endorse in the name of the relevant Borrower onBorrowers or a third party designee of Agent, information concerning the Accounts and receive as secured partythe amounts owing thereon;
d. To give Persons indebted on Accounts notice of Agent’s interest therein, any of and/or to instruct such Persons to make payment directly to Agent for the CollateralBorrowers’ account;
e. To take or bring, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign in the name of Agent, Lenders or the relevant Borrower on any notice Borrowers, all steps, actions, suits or proceedings deemed by Agent necessary or desirable to that Borrowers' Account Debtors enforce or verification effect collection of the Receivables CollateralAccounts; sign and
f. To file financing statements in any office deemed appropriate by Agent for such purpose and execute, file, record and register any or all of Agent’s security interest in any intellectual property of Borrowers with the relevant United States Patent and Trademark Office; and
g. To do all other acts and things as Agent may deem reasonable to protect or preserve Agent’s interest under this Agreement or to fulfill Borrowers' name on ’ obligations under this Agreement, provided, however, that Agent shall not exercise any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
such power (e) Take all such action as may be necessary other than pursuant to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
clause (f) Repairabove), manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order unless at such time an Event of any customer of each BorrowerDefault has occurred and is continuing.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (nFinanSe Inc.), Loan and Security Agreement (nFinanSe Inc.)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's ’s true and lawful attorney, with full power of substitution, following exercisable only after the occurrence occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower’s mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Aeropostale Inc), Loan and Security Agreement (Aeropostale Inc)
Appointment as Attorney-in-Fact. Each Borrower The Borrowers hereby irrevocably constitutes constitute and appoints appoint the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's Borrowers' true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Borrowers, but for the sole benefit of the Agent Agents, the Lenders and the Revolving Credit LendersSwingLine Lender. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each the Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each the Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead BorrowerBorrowers, or other legal representative of a Borrower the Borrowers whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Borrowers in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the 107 115 name of the relevant Borrower Borrowers on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower Borrowers on any notice to that the Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrowerthe Borrowers.
(g) Use, license or transfer any or all General Intangibles of each Borrowerthe Borrowers.
Appears in 1 contract
Samples: Loan and Security Agreement (Restoration Hardware Inc)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent Lender. Such appointment shall become effective and shall remain in effect upon the Revolving Credit Lendersoccurrence and continuance of a Suspension Event or an Event of Default. The rights and powers granted the Collateral Agent Lender by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
(h) Sign and file or record any financing or other statements in order to perfect or protect the Lender's security interest in the Collateral.
Appears in 1 contract
Samples: Loan and Security Agreement (Harvey Electronics Inc)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably designates, makes, constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) Bank as that Borrower's true and lawful attorney-in-fact, which appointment is coupled with full power of substitutionan interest, following and authorizes and empowers Bank, in either Borrower's or Bank's name, upon the happening or occurrence and during the continuation of an Event of DefaultDefault hereunder, at such time or times thereafter as Bank may in its sole and complete discretion determine: (i) to convert demand payment of the Collateral into cash at Accounts and overdue Instruments of Borrower and direct all applicable Account Debtors and Instrument obligors to make payment thereon directly to Bank; (ii) to enforce payment and collection of Borrower's Accounts and overdue Instruments by legal proceedings or otherwise; (iii) to exercise all of Borrower's rights and remedies with respect to the sole riskcollection or any proceedings to collect the Accounts and overdue Instruments of Borrower; (iv) to sell or assign any Account or Instrument of Borrower upon such terms, costfor such amount, and expense at such time or times as Bank deems advisable in its sole and complete discretion, reasonably exercised; (v) to settle, adjust or compromise any Account or Instrument of that Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited Borrower or any legal proceedings brought to the right and power to:
collect such an Account or Instrument; (avi) Prosecute, defend, compromise, to discharge or release any action Account or Instrument of Borrower; (vii) to prepare, file and sign Borrower's name on and to any bankruptcy proof of claim form or other similar document against an Account Debtor or Instrument obligor of Borrower; (viii) to prepare, file and sign Borrower's name on any notice of lien, claim or mechanic's lien, assignment or satisfaction or lien, or mechanic's lien or similar document in connection with an Account or any Instrument of Borrower; (ix) to take control in any manner of any cash or non-cash item of payment or proceeds of any Account or Instrument of Borrower, including without limitation any rejected, returned, stopped-in-transit or repossessed goods relating to such Accounts or Instruments, and endorse Borrower's name upon any of Borrower's Chattel Paper, Documents, Instruments, invoice or similar document or agreement relating to any such Account or Instrument or any goods pertaining thereto; and (x) to notify the Collateral.
(b) Sign change of address forms Post Office authorities to change the address for delivery of Borrower's mail to an address designated by Bank, access any lock box or postal box into which each Borrowers' any of Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies deposited, and open and dispose of all such mail shall be promptly furnished addressed to the Lead Borrower); receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (CFC International Inc)
Appointment as Attorney-in-Fact. Each Upon the occurrence and during the continuance of any Event of Default, each Borrower hereby irrevocably constitutes and appoints the Collateral each Agent (acting through any officer of the Collateral Agent) as that each Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Borrowers, but for the sole benefit of the Agent Agents and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Agents by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Borrower's mail is to be sent to such address as the Collateral either Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of the Lead creditors of each Borrower, or other legal representative of a each Borrower whom the Collateral subject Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant any Borrower in favor of the Collateral Agent Agents upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant any Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant any Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each any Borrower.
(g) Use, license or transfer any or all General Intangibles of each any Borrower.
(h) Whether or not an Event of Default shall have occurred, sign and file or record any financing or other statements in order to perfect or protect the Collateral Agent's security interest in the Collateral.
Appears in 1 contract
Samples: Loan and Security Agreement (Dynamics Research Corp)
Appointment as Attorney-in-Fact. Each Borrower The Obligors hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's Obligor’s true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of DefaultDefault subject to the terms of the Intercreditor Agreement, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Obligors, but for the sole ratable benefit of the Agent and the Revolving Credit LendersCollateral Agent. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power power, following the occurrence and during the continuance of an Event of Default, to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Obligors’ mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Obligors’ mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Obligors or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead BorrowerObligors, or other legal representative of a Borrower the Obligors whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Obligors in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Obligors on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower Obligors on any notice to that Borrowers' the Obligors’ Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Obligors’ name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any Borrower Obligor is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrowerthe Borrowers.
(g) Use, license or transfer any or all General Intangibles of each Borrowerthe Obligors.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower The Borrowers and Guarantors hereby irrevocably constitutes constitute and appoints appoint the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's Borrowers' and Guarantors' true and lawful attorney, with full power of substitution, effective following the occurrence of an Event of Default, Acceleration to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Borrower and Guarantors, but for the sole ratable benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each the Borrowers' and Guarantors' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each the Borrowers' and Guarantors' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers or Guarantors or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead BorrowerBorrowers or Guarantors, or other legal representative of a Borrower the Borrowers or Guarantors whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Borrowers and Guarantors in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Borrowers and Guarantors on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
Collateral (d) Sign the name with copies of the relevant Borrower on any notice foregoing to that Borrowers' Account Debtors or verification of be made available by Agent to the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the AccountsLead Borrower).
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent Lender (acting through any officer of the Collateral AgentLender) as that the Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) Bank as that such Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that such Borrower, but for the sole benefit of the Agent and Bank during the Revolving Credit Lendersexistence of an Event of Default. The rights and powers granted the Collateral Agent Bank by this the within appointment include but are not limited to the right and power to:
(a) Prosecuteprosecute, defend, compromise, or release any action relating to the Collateral.;
(b) Sign sign change of address forms to change the address to which each Borrowers' any Borrower’s mail is to be sent to such address as the Collateral Agent Bank shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' any Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail (other than such proceeds) either to the Lead Borrower a Borrower, or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of the Lead creditors of such Borrower, or other legal representative of a any Borrower whom the Collateral Agent determine Bank determines to be the appropriate Person person to whom to so turn over such mail.;
(c) Endorse endorse the name of the relevant any Borrower in favor of the Collateral Agent Bank upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant any Borrower on, and receive as secured party, any of the Collateral, any and invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively of a same or different nature relating to the Collateral.;
(d) Sign sign the name of the relevant any Borrower on any notice to that Borrowers' such Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' any Borrower’s name on any Proof proof of Claim claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's mechanics liens, or assignments or releases of mechanic's mechanics liens securing the Accounts.accounts;
(e) Take take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.;
(f) Repairrepair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each any Borrower.;
(g) Useuse, license or transfer any or all General Intangibles general intangibles of each any Borrower.; and
(h) and sign and file or record any financing or other statements in order to perfect or protect the Bank’s security interest in the Collateral. Amended and Restated Loan Agreement Berkshire Bank/Ranor and Stadco
Appears in 1 contract
Samples: Loan Agreement (Techprecision Corp)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agentits officers or representatives) as that Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent Agents and the Revolving Credit Term Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Borrower’s mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers’ Representative or to any trustee in bankruptcy or receiver of the Lead BorrowerBorrowers’ Representative, or other legal representative of a Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Destination Xl Group, Inc.)
Appointment as Attorney-in-Fact. Each The Borrower and each of its Subsidiaries hereby irrevocably constitutes make, constitute and appoints the Collateral Agent (acting through appoint any officer or agent of the Collateral Agent) Agent as that Borrower's their true and lawful attorney-in-fact, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.
(c) Endorse endorse the name of the relevant Borrower in favor Borrower, and its Subsidiaries, or the Borrower's or any of the Collateral Agent its Subsidiaries' officers or agents upon any and all notes, checks, drafts, notes, acceptancesmoney orders, or other items instruments of payment (including payments payable under any policy of insurance on the Collateral) or instrumentsCollateral that may come into possession of the Agent in full or part payment of any amounts owing to the Agent; to sign and endorse the name of the relevant Borrower onor any of its Subsidiaries, and receive as secured party, or any of the CollateralBorrower's or such Subsidiaries officers or agents, upon any invoices, schedules of Collateralinvoice, freight or express receiptsbill, or bills of xxll xx lading, storage receipts, or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts, and any instrument or other documents of title respectively relating thereto or to the Collateral.
(d) Sign the name Borrower's or any of its Subsidiaries rights therein; to give written notice to such office and officials of the relevant United States Post Office to effect such change or changes of address so that all mail addressed to the Borrower on or any notice to that Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtorsits Subsidiaries, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be delivered directly to the Agent; granting upon Borrower's and such Subsidiaries' said attorney full power to do any and all things necessary to obtain be done in and amount the payment premises as fully and effectually as the Borrower or any of its Subsidiaries might or could do, to be done by virtue hereof. Neither the Agent nor the attorney shall be liable for any letter acts or omissions nor for any error of credit and/or banker's acceptance judgment or mistake, except for their gross negligence or willful misconduct. This power of which attorney shall be irrevocable for the term of this Agreement and all transactions hereunder and thereafter as long as the Borrower or any Borrower is a beneficiaryof its Subsidiaries may be indebted to the Banks or any Commitments are in effect.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Samples: Loan Agreement (Safety 1st Inc)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent Lender as that (acting through any officer of the Collateral Agentits officers) as that Borrower's true and lawful attorney, with full power of substitution, which designation the Lender may exercise only following the occurrence of an any Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following exercisable after the occurrence occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Hastings Entertainment Inc)
Appointment as Attorney-in-Fact. Each Borrower Credit Party hereby irrevocably constitutes and appoints the Collateral Administrative Agent (acting through any officer of the Collateral Agentits officers) as that BorrowerCredit Party's true and lawful attorney, with full power of substitution, following during the occurrence existence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that BorrowerCredit Party, but for the sole benefit of the Agent and the Revolving Credit LendersSecured Parties. The rights and powers granted the Collateral Administrative Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Credit Party's mail is to be sent to such address as the Collateral Administrative Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Credit Party's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower Credit Party whom the Collateral Administrative Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Credit Party in favor of the Collateral Administrative Agent upon any and all checks, drafts, notes, acceptances, or other items or instrumentsinstruments which are proceeds of Accounts and Inventory; sign and endorse the name of the relevant Borrower Credit Party on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower Credit Party on any notice to that Borrowers' Account Debtors Credit Party's account debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Credit Party's name on any Proof of Claim in Bankruptcy against Account Debtorsaccount debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance relating to Accounts and Inventory of which any Borrower Credit Party is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goodsInventory, if any, necessary to fulfill in whole or in part the purchase order of any customer of each BorrowerCredit Party.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent Agents (acting through any officer of the Collateral AgentAgents) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent Agents by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent Agents shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent Agents determine to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Agents upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Value City Department Stores Inc /Oh)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through Lender, effective upon the occurrence of any officer Event of Default, as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Factory Card Outlet Corp)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent Lender (acting through any officer of the Collateral AgentLender) as that the Borrower's true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted to the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof proof of Claim claim in Bankruptcy bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agentits officers) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent Agents and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of DefaultDefault and subject to the terms of the Intercreditor Agreement, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.;
(b) Sign change of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Administrative Borrower); receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Administrative Borrower or to any trustee in bankruptcy or receiver of the Lead Administrative Borrower, or other legal representative of a Borrower whom the Collateral Agent determine determines to be the appropriate Person to whom to so turn over such mail.;
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.;
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof proof of Claim claim in Bankruptcy bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.Accounts Receivable;
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.;
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.; and
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Samples: Financing Agreement (Value City Department Stores Inc /Oh)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) as that Borrower's Borrowers' true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Childrens Place Retail Stores Inc)
Appointment as Attorney-in-Fact. Each Effective only upon the occurrence and during the continuance of an Event of Default, the Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and Agent, for the Revolving Credit benefit of the Lenders, subject to applicable law. The rights and powers granted the Collateral Agent by this the within appointment include but are not limited to the right and power to:
(a) Prosecuteprosecute, defend, compromise, or release any action relating to the Collateral.;
(b) Sign sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail (other than such proceeds) either to the Lead Borrower Borrower, or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.;
(c) Endorse endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively of a same or different nature relating to the Collateral.;
(d) Sign sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's mechanics liens, or assignments or releases of mechanic's mechanics liens securing the Accounts.;
(e) Take take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.;
(f) Repairrepair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.;
(g) Useobtain, adjust, settle and cancel any insurance;
(h) use, license or transfer any or all General Intangibles of each the Borrower; and
(i) and sign and file or record any financing or other statements in order to perfect or protect the Agent's security interest in the Collateral.
Appears in 1 contract
Samples: Loan and Security Agreement (Harvard Bioscience Inc)
Appointment as Attorney-in-Fact. Each Following and during the continuance of an Event of Default, each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) Lender as that Principal Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Principal Borrowers, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this the within appointment include but are not limited to the right and power to:
(a) Prosecuteprosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign sign change of address forms to change the address to which each any Principal Borrowers' mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' mailthe mail of any Principal Borrower; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Agent Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of the Lead creditors of any Principal Borrower, or other legal representative of a any Principal Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse endorse the name of the relevant any Principal Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant any Principal Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign sign the name of the relevant any Principal Borrower on any notice to that any Principal Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant any Principal Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Principal Borrower is a beneficiary.
(f) Repairrepair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each any Principal Borrower.
(g) Useuse, license or transfer any or all General Intangibles of each any Principal Borrower.
(h) Sign and file or record any financing or other statements in order to perfect or protect the Lender's security interest in the Collateral.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Bank as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and Bank during the Revolving Credit Lendersexistence of an Event of Default. The rights and powers granted the Collateral Agent Bank by this the within appointment include but are not limited to the right and power to:
(a) Prosecuteprosecute, defend, compromise, or release any action relating to the Collateral.;
(b) Sign sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Bank shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail (other than such proceeds) either to the Lead Borrower Borrower, or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Bank determines to be the appropriate Person person to whom to so turn over such mail.;
(c) Endorse endorse the name of the relevant Borrower in favor of the Collateral Agent Bank upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any and invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively of a same or different nature relating to the Collateral.;
(d) Sign sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof proof of Claim claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's mechanics liens, or assignments or releases of mechanic's mechanics liens securing the Accounts.accounts;
(e) Take take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.;
(f) Repairrepair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.;
(g) Useuse, license or transfer any or all General Intangibles general intangibles of each the Borrower; and
(h) and sign and file or record any financing or other statements in order to perfect or protect the Bank's security interest in the Collateral.
Appears in 1 contract
Samples: Loan Agreement (Techprecision Corp)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent Lender (acting through any officer of the Collateral AgentLender) as that such Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that such Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Borrower’s mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a the Lead Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' such Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) as that Borrower's Borrowers' true and lawful attorney, with full power of substitution, exercisable following the occurrence and continuance of an any Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) i. Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) ii. Sign change of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) iii. Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) iv. Sign the name of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) v. Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) vi. Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) vii. Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower Obligor hereby irrevocably constitutes and appoints the Term Collateral Agent (acting through any officer of the Collateral Agent) as that Borrower's such Obligor’s true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Obligors, but for the sole ratable benefit of the Agent and the Revolving Credit LendersTerm Collateral Agent. The rights and powers granted the Term Collateral Agent by this appointment include but are not limited to the right and power power, following the occurrence and during the continuance of an Event of Default, to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Obligors’ mail is to be sent to such address as the Term Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Obligors’ mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Obligors or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead BorrowerObligors, or other legal representative of a Borrower the Obligors whom the Term Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Obligors in favor of the Term Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Obligors on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower Obligors on any notice to that Borrowers' the Obligors’ Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Obligors’ name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any Borrower Obligor is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrowerthe Borrowers.
(g) Use, license or transfer any or all General Intangibles of each Borrowerthe Obligors.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Mothers Work Inc)
Appointment as Attorney-in-Fact. Each Borrower Grantor hereby irrevocably constitutes and appoints the Collateral Administrative Agent (acting through and any officer of the Collateral Agent) as that Borrower's true and lawful attorneyor agent thereof, with full power of substitution, following as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take, upon the occurrence and during the continuance of an any Event of Default, any and all appropriate action and to convert execute any and all documents and instruments that may be necessary or desirable to accomplish the Collateral into cash at purposes of this Agreement. Without limiting the sole risk, cost, and expense of that Borrower, but for the sole benefit generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power tofollowing:
(ai) Prosecutedemand payment of its Receivables Collateral;
(ii) enforce payments of its Receivables Collateral by legal proceedings or otherwise; (iii) exercise all of its rights and remedies with respect to proceedings brought to collect its Receivables Collateral; (iv) sell or assign its Receivables Collateral upon such terms, defendfor such amount and at such times as the Administrative Agent deems advisable; (v) settle, adjust, compromise, extend or renew any of its Receivables Collateral; (vi) discharge and release any action of its Receivables Collateral; (vii) prepare, file and sign such Grantor's name on any proof of claim in bankruptcy or other similar document against any obligor of any of its Receivables Collateral;
(viii) notify the post office authorities to change the address for delivery of such Grantor's mail to an address designated by the Administrative Agent, and open and dispose of all mail addressed to such Grantor; (ix) endorse such Grantor's name upon any Chattel Paper, document, instrument, invoice, or similar document or agreement relating to the Collateral.any Receivables Collateral or any goods pertaining thereto; and (x) endorse such Grantor's name upon any Chattel Paper, document, instrument, invoice, or similar document or agreement relating to any Receivables Collateral or any goods pertaining thereto;
(b) Sign change of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower); receive pay or discharge taxes and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Liens levied or to any trustee in bankruptcy placed on or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of threatened against the Collateral, effect any invoices, schedules repairs or any insurance called for by the terms of Collateral, freight this Agreement and pay all or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name any part of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of premiums therefor and the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.costs thereof;
Appears in 1 contract
Samples: Security Agreement (Integra Lifesciences Holdings Corp)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersAgent. The rights and powers granted the Collateral Agent by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower The Borrowers hereby irrevocably constitutes constitute and appoints appoint the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's Borrowers' true and lawful attorney, with full power of substitution, following exercisable after the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Borrowers, but for the sole benefit of the Agent and the Revolving Credit LendersAgent. The rights and powers granted the Collateral Agent by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each the Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each the Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead BorrowerBorrowers, or other legal representative of a Borrower the Borrowers whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Borrowers in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Borrowers on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower Borrowers on any notice to that the Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each any Borrower.
(g) Use, license or transfer any or all General Intangibles of each any Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Sunglass Hut International Inc)
Appointment as Attorney-in-Fact. Each Upon the occurrence of an Event of Default and only to the extent of the Borrower's Liabilities hereunder, the Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
(h) Sign and file or record any financing or other statements in order to perfect or protect the Lender's security interest in the Collateral.
Appears in 1 contract
Samples: Loan and Security Agreement (Big Entertainment Inc)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, effective following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that /October 28, 1997/ 49 the Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. If the power of attorney is exercised prior to acceleration of the Liabilities, the Agent will endeavor to advise the Borrower of the exercise of any such power; however, the failure of the Agent to so notify the Borrower shall not create any liability or claim against the Agent or the Lenders. The rights and powers granted the Collateral Agent by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower, subject to the rights of any licensee existing on the date of this Agreement.
(h) Sign and file or record any financing or other statements in order to perfect or protect the Agent's security interest in the Collateral.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent Lender, such power to be exercised by Lender only upon the occurrence and during the Revolving Credit Lenderscontinuation of a Suspension Event or Event of Default. The rights and powers granted the Collateral Agent Lender by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment shall not (except for subsection (c) below) be exercised by Lender absent the occurrence of an Event of Default hereunder, but shall include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
(h) Sign and file or record any financing or other statements in order to perfect or protect the Lender's security interest in the Collateral.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower Borrower, irrevocably, hereby irrevocably designates, makes, constitutes and appoints the Collateral Agent Bank (acting through any officer of the Collateral Agent) and all Persons designated by Bank), as that Borrower's true and lawful attorneyattorney and agent-in-fact, with full power of substitutionpower, following without notice to Borrower and at such time or times hereafter as Bank, in its sole and absolute discretion, may determine after the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that in Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
's or Bank's name: (a) Prosecuteto demand payment of the Accounts Receivable and Collateral; (b) to enforce payment of the Accounts Receivable and Collateral by legal proceedings or otherwise; (c) to exercise all of Borrower's rights and remedies with respect to the collection of the Accounts Receivable and Collateral; (d) to settle, defendadjust, compromise, extend or release renew the Accounts Receivable and Collateral; (e) to settle, adjust or compromise any action relating legal proceedings brought to collect the Accounts Receivable and Collateral.
; (bf) Sign change of address forms to change sell or assign the address to which each Borrowers' mail is to be sent to Accounts Receivable and Collateral upon such address as the Collateral Agent shall designate (after which copies of all terms, for such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower onamounts, and receive at such time or times as secured partyBank deems advisable; (g) to discharge and release the Accounts Receivable and Collateral; (h) to take control, in any manner, of the Collateralany item of payment or proceeds referred to in Paragraph 7.5 above; (i) to prepare, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the file and sign Borrower's name of the relevant Borrower on any notice to that Borrowers' Account Debtors Notice of Lien, Assignment, Satisfaction of Lien or verification of similar document in connection with the Receivables Accounts Receivable and Collateral; (j) to prepare, file and sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy or similar document against Account Debtorsany Obligor; (k) to do all acts and things necessary, in Bank's sole discretion, to fulfill Borrower's obligations under this Agreement; (l) to endorse the name of Borrower upon any of the items of payment or proceeds referred to in Paragraph 7.5 above and to deposit the same to the account of Bank to and on account of Borrower's Liabilities; (m) to endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight bill, bill of lading or similar document or agreement relating to the Xxxouxxx Receivable and Collateral; and (n) to sign the name of Borrower to verifications of the Accounts Receivable and Collateral and notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accountsthereof to Obligors.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Heartland Technology Inc)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent Lender (acting through any officer of the Collateral AgentLender) as that the Borrower's true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower The Borrowers hereby irrevocably constitutes constitute and appoints appoint the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Borrowers, but for the sole ratable benefit of the Agent and the Revolving Credit LendersAgent. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each the Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each the Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead BorrowerBorrowers, or other legal representative of a Borrower the Borrowers whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Borrowers in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Borrowers on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors or any notices to Account Debtors, in either case holding Accounts which constitute part of the Collateral, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the such Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance constituting part of the Collateral of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrowerthe Borrowers.
(g) Use, license or transfer any or all General Intangibles of each Borrowerthe Borrowers constituting part of the Collateral.
Appears in 1 contract
Samples: Loan and Security Agreement (Duckwall Alco Stores Inc)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) as that Borrower's Borrowers' true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower The Borrowers hereby irrevocably constitutes constitute and appoints appoint the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's Borrowers' true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Borrowers, but for the sole benefit of the Agent Agents and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each the Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each the Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead BorrowerBorrowers, or other legal representative of a Borrower the Borrowers whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Borrowers in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Borrowers on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower Borrowers on any notice to that the Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrowerthe Borrowers.
(g) Use, license or transfer any or all General Intangibles of each Borrowerthe Borrowers.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Administrative Agent as such (acting through any officer of the Collateral Agentits officers) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that such Borrower, but for the sole benefit of the Agent Agents and the Revolving Credit Lenders. The rights and powers granted the Collateral Administrative Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Borrower's mail is to be sent to such address as the Collateral Administrative Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers' Representative or to any trustee in bankruptcy or receiver of the Lead BorrowerBorrowers' Representative, or other legal representative of a Borrower whom the Collateral Administrative Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Administrative Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agentits officers) as that the Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower’s mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole ratable benefit of the Agent and the Revolving Credit LendersAgent. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower’s mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Wild Oats Markets Inc)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) as that the Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower’s mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably designates, makes, constitutes and appoints the Collateral Agent Lender (acting through any officer of the Collateral Agent) as that Borrower's true and lawful attorneyall Persons designated by Lender), with full power of substitution, following upon the occurrence of an Event of Default, Default and if Lender is exercising its rights to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit take possession of the Agent Collateral, as Borrower’s true and the Revolving Credit Lenders. The rights lawful attorney and powers granted the Collateral Agent by this appointment include but are not limited agent-in-fact, with power, without notice to the right Borrower and power to:
at such time or times hereafter as Lender, in its sole and absolute may determine, in Borrower’s or Lender’s name: (a) Prosecuteto demand or enforce payment with respect to any of the Collateral by legal proceedings or otherwise; (b) to exercise all of Borrower’s rights and remedies with respect to the Collateral; (c) to settle, defendadjust, compromise, extend or renew the Collateral; (d) to settle, adjust or compromise any legal proceedings brought to collect the Collateral; (e) to sell or assign the Collateral upon such terms, for such amounts, and at such time or times as Lender deems advisable; (f) to discharge and release the Collateral; (g) to take control, in any action manner, of any item of payment or proceeds referred to in Section 8.8 above; (h) to prepare, file and sign Borrower’s name on any notice of lien, assignment, satisfaction of lien or similar document in connection with the Collateral; (i) to prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or similar document against any Obligor; (j) to do all acts and things necessary, in Lender’s sole discretion, to fulfill all of Borrower’s obligations under this Agreement; (k) to endorse the name of Borrower upon any of the items of payment or proceeds referred to in Section 8.8 above and to deposit the same to the account of Lender on account of Borrower’s Liabilities; (l) to endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Collateral.
; and (bm) Sign change of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.
(c) Endorse sign the name of the relevant Borrower in favor to verifications of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating notices thereof to the CollateralObligors.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Adcare Health Systems, Inc)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following effective upon the occurrence of an any Event of DefaultDefault and the Lender being granted relief from the automatic stay imposed pursuant to Section 362 of the Bankruptcy Code, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints During the Collateral Agent (acting through any officer of the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence existence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the irrevocably, hereby designates, makes, constitutes and appoints Bank (and all Persons designated by Bank) as Borrower's true and lawful attorney and agent-in-fact, with power, without notice to Borrower and at such time or times hereafter as Bank, in its sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
absolute discretion, may determine, in Borrower's or Bank's name: (a) Prosecuteto demand payment of the Accounts Receivable and Collateral; (b) to enforce payment of the Accounts Receivable and Collateral by legal proceedings or otherwise; (c) to exercise all of Borrower's rights and remedies with respect to the collection of the Accounts Receivable and Collateral; (d) to settle, defendadjust, compromise, extend or release renew the Accounts Receivable and Collateral; (e) to settle, adjust or compromise any action relating legal proceedings brought to collect the Accounts Receivable and Collateral.
; (bf) Sign change of address forms to change sell or assign the address to which each Borrowers' mail is to be sent to Accounts Receivable and Collateral upon such address as the Collateral Agent shall designate (after which copies of all terms, for such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower onamounts, and receive at such time or times as secured partyBank deems advisable; (g) to discharge and release the Accounts Receivable and Collateral; (h) to take control, in any manner, of the Collateralany item of payment or proceeds referred to in PARAGRAPH 7.5 above; (i) to prepare, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the file and sign Borrower's name of the relevant Borrower on any notice to that Borrowers' Account Debtors Notice of Lien, Assignment, Satisfaction of Lien or verification of similar document in connection with the Receivables Accounts Receivable and Collateral; (j) to prepare, file and sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy or similar document against Account Debtorsany Obligor; (k) to do all acts and things necessary, in Bank's sole discretion, to fulfill Borrower's obligations under this Agreement; (l) to endorse the name of Borrower upon any of the items of payment or proceeds referred to in PARAGRAPH 7.5 above and to deposit the same to the account of Bank to and on account of Borrower's Liabilities; (m) to endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Accounts Receivable and Collateral; and (n) to sign the name of Borrower to verifications of the Accounts Receivable and Collateral and notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accountsthereof to Obligors.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment shall be exercisable by the Lender only after the occurrence of an Event of Default and include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
(h) Sign and file or record any financing or other statements in order to perfect or protect the Lender's security interest in the Collateral.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower The Borrowers hereby irrevocably constitutes constitute and appoints appoint the Collateral Agent (acting through any officer of the Collateral Agentits officers) as that Borrower's the Borrowers’ true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Borrowers, but for the sole benefit of the Agent and Agent, the Revolving Credit Lenders and the Term Loan Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each the Borrowers' ’ mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each the Borrowers' ’ mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers or to any trustee in bankruptcy or receiver of the Lead BorrowerBorrowers, or other legal representative of a Borrower the Borrowers whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Borrowers in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Borrowers on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower Borrowers on any notice to that the Borrowers' ’ Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' ’ name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any Borrower is the Borrowers are a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrowerthe Borrowers.
(g) Use, license or transfer any or all General Intangibles of each Borrowerthe Borrowers.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent Lender (acting through any officer of the Collateral AgentLender) as that the Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash in a commercially reasonable manner at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted to the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower’s mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof proof of Claim claim in Bankruptcy bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following exercisable after the occurrence and during the continuance of an any Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
(h) Sign and file or record any financing or other statements in order to perfect or protect the Lender's security and mortgage interest in the Collateral and other assets of the Borrower.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Sun Television & Appliances Inc)
Appointment as Attorney-in-Fact. Each Borrower Grantor hereby irrevocably constitutes and appoints the Collateral Administrative Agent (acting through and any officer of the Collateral Agent) as that Borrower's true and lawful attorneyor agent thereof, with full power of substitution, following as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take, upon the occurrence and during the continuance of an any Event of Default, any and all appropriate action and to convert execute any and all documents and instruments that may be necessary or desirable to accomplish the Collateral into cash at purposes of this Agreement. Without limiting the sole risk, cost, and expense of that Borrower, but for the sole benefit generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power tofollowing:
(a) Prosecute(i) demand payment of its Receivables Collateral; (ii) enforce payments of its Receivables Collateral by legal proceedings or otherwise; (iii) exercise all of its rights and remedies with respect to proceedings brought to collect its Receivables Collateral; (iv) sell or assign its Receivables Collateral upon such terms, defendfor such amount and at such times as the Administrative Agent deems advisable; (v) settle, adjust, compromise, extend or renew any of its Receivables Collateral; (vi) discharge and release any action of its Receivables Collateral; (vii) prepare, file and sign such Grantor’s name on any proof of claim in bankruptcy or other similar document against any obligor of any of its Receivables Collateral; (viii) notify the post office authorities to change the address for delivery of such Grantor’s mail to an address designated by the Administrative Agent, and open and dispose of all mail addressed to such Grantor; (ix) endorse such Grantor’s name upon any Chattel Paper, document, instrument, invoice, or similar document or agreement relating to the Collateral.any Receivables Collateral or any goods pertaining thereto; and (x) endorse such Grantor’s name upon any Chattel Paper, document, instrument, invoice, or similar document or agreement relating to any Receivables Collateral or any goods pertaining thereto;
(b) Sign change pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of this Agreement and pay all such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' mail; remove or any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver part of the Lead Borrower, or other legal representative of a Borrower whom premiums therefor and the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.costs thereof;
(c) Endorse execute, in connection with any sale or other disposition provided for in Section 6.1, any endorsements, assignments or other instruments of conveyance or transfer with respect to the name of the relevant Borrower in favor Collateral; and
(d) (i) direct any party liable for any payment under any of the Collateral Agent upon to make payment of any and all checksmoneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (ii) ask or demand for, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower oncollect, and receive as secured partypayment of and give receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of the or arising out of any Collateral, ; (iii) sign and indorse any invoices, schedules of Collateral, freight or express receiptsbills, or bills of lading, storage receipts, or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (iv) 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 portion thereof and to enforce any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (vi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (vii) notify, or require any Grantor to notify, Account Debtors to make payment directly to the Administrative Agent and change the post office box number or other documents of title respectively relating address to which the Collateral.
Account Debtors make payments; and (dviii) Sign the name generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of Collateral as fully and completely as though the Receivables Collateral; sign Administrative Agent were the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtorsabsolute owner thereof for all purposes, and on notices of liendo, claims of mechanic's liensat the Administrative Agent’s option and such Grantor’s expense, at any time, or assignments or releases of mechanic's liens securing from time to time, all acts and things that the Accounts.
(e) Take all such action as may be Administrative Agent deems necessary to obtain protect, preserve or realize upon the payment Collateral and the Secured Parties’ security interests therein and to effect the intent of any letter this Agreement, all as fully and effectively as such Grantor might do. Each Grantor hereby acknowledges, consents and agrees that the power of credit and/or banker's acceptance of which any Borrower attorney granted pursuant to this Section is a beneficiaryirrevocable and coupled with an interest.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Samples: Credit Agreement (Integra Lifesciences Holdings Corp)
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer Agent, effective upon the occurrence of the Collateral Agent) an Event of Default, as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Borrowers, but for the sole benefit of the Collateral Agent and the Revolving Credit Lenders. The rights and powers granted to of the Collateral Agent by this appointment include include, but are not limited to to, the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each the Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each the Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead BorrowerBorrowers, or other legal representative of a Borrower the Borrowers whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Borrowers in favor of the Collateral an Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Borrowers on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower Borrowers on any notice to that the Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower the Borrowers is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrowerthe Borrowers.
(g) Use, license or transfer any or all General Intangibles of each Borrowerthe Borrowers.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower Grantor hereby irrevocably constitutes and appoints the Collateral Administrative Agent (acting through and any officer of the Collateral Agent) as that Borrower's true and lawful attorneyor agent thereof, with full power of substitution, following as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take, upon the occurrence and during the continuance of an any Event of Default, any and all appropriate action and to convert execute any and all documents and instruments that may be necessary or desirable to accomplish the Collateral into cash at purposes of this Agreement. Without limiting the sole risk, cost, and expense of that Borrower, but for the sole benefit generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power tofollowing:
(a) Prosecute(i) demand payment of its Receivables Collateral; (ii) enforce payments of its Receivables Collateral by legal proceedings or otherwise; (iii) exercise all of its rights and remedies with respect to proceedings brought to collect its Receivables Collateral; (iv) sell or assign its Receivables Collateral upon such terms, defendfor such amount and at such times as the Administrative Agent deems advisable; (v) settle, adjust, compromise, extend or renew any of its Receivables Collateral; (vi) discharge and release any action of its Receivables Collateral (vii) prepare, file and sign such Grantor’s name on any proof of claim in bankruptcy or other similar document against any obligor of any of its Receivables Collateral; (viii) notify the post office authorities to change the address for delivery of such Grantor’s mail to an address designated by the Administrative Agent, and open and dispose of all mail addressed to such Grantor; (ix) endorse such Grantor’s name upon any Chattel Paper, document, instrument, invoice, or similar document or agreement relating to the Collateral.any Receivables Collateral or any goods pertaining thereto; and (x) endorse such Grantor’s name upon any Chattel Paper, document, instrument, invoice, or similar document or agreement relating to any Receivables Collateral or any goods pertaining thereto;
(b) Sign change pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any insurance called for by the terms of address forms to change the address to which each Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of this Agreement and pay all such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' mail; remove or any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver part of the Lead Borrower, or other legal representative of a Borrower whom premiums therefor and the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.costs thereof;
(c) Endorse execute, in connection with any sale or other disposition provided for in Section 6.1, any endorsements, assignments or other instruments of conveyance or transfer with respect to the name of the relevant Borrower in favor Collateral; and
(i) direct any party liable for any payment under any of the Collateral Agent upon to make payment of any and all checksmoneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (ii) ask or demand for, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower oncollect, and receive as secured partypayment of and give receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of the or arising out of any Collateral, ; (iii) sign and indorse any invoices, schedules of Collateral, freight or express receiptsbills, or bills of lading, storage receipts, or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (iv) 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 portion thereof and to enforce any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (vi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (vii) notify, or require any Grantor to notify, Account Debtors to make payment directly to the Administrative Agent and change the post office box number or other documents of title respectively relating address to which the Collateral.
Account Debtors make payments; and (dviii) Sign the name generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of Collateral as fully and completely as though the Receivables Collateral; sign Administrative Agent were the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtorsabsolute owner thereof for all purposes, and on notices of liendo, claims of mechanic's liensat the Administrative Agent’s option and such Grantor’s expense, at any time, or assignments or releases of mechanic's liens securing from time to time, all acts and things that the Accounts.
(e) Take all such action as may be Administrative Agent deems necessary to obtain protect, preserve or realize upon the payment Collateral and the Secured Parties’ security interests therein and to effect the intent of any letter this Agreement, all as fully and effectively as such Grantor might do. Each Grantor hereby acknowledges, consents and agrees that the power of credit and/or banker's acceptance of which any Borrower attorney granted pursuant to this Section is a beneficiaryirrevocable and coupled with an interest.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower Loan Party hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) as that Borrower's Loan Parties' true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that BorrowerLoan Party, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Loan Party's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Loan Party's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower Loan Party whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Loan Party in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Loan Party on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower Loan Party on any notice to that Borrowers' Loan Party's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Loan Party's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower Loan Party is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each BorrowerLoan Party.
(g) Use, license or transfer any or all General Intangibles of each BorrowerLoan Party.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following exercisable after the occurrence occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersAgent. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
(h) Sign and file or record any financing or other statements in order to perfect or protect the Lender's security interest in the Collateral.
Appears in 1 contract
Samples: Loan Agreement (Crown Books Corp)
Appointment as Attorney-in-Fact. Each Borrower The Borrowers hereby irrevocably constitutes constitute and appoints appoint the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's Borrowers’ true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Borrowers, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment shall be exercisable by the Lender only after the occurrence and during the continuance of an Event of Default and include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each the Borrowers' ’ mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each the Borrowers' ’ mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead BorrowerBorrowers, or other legal representative of a Borrower the Borrowers whom the Collateral Agent determine Lender determines to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Borrowers in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Borrowers on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower Upon an Event of Default, Borrower, irrevocably, hereby irrevocably designates, makes, constitutes and appoints the Collateral Agent Bank (acting through any officer of the Collateral Agent) and all Persons designated by Bank), as that Borrower's true and lawful attorneyattorney and agent-in-fact, with full power of substitutionpower, following the occurrence of an Event of Defaultwithout notice to Borrower and at such time or times hereafter as Bank, to convert the Collateral into cash at the in its sole riskand absolute discretion, costmay determine, and expense of that in Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
's or Bank's name: (a) Prosecuteto demand payment of the Accounts Receivable and Collateral; (b) to enforce payment of the Accounts Receivable and Collateral by legal proceedings or otherwise; (c) to exercise all of Borrower's rights and remedies with respect to the collection of the Accounts Receivable and Collateral; (d) to settle, defendadjust, compromise, extend or release renew the Accounts Receivable and Collateral; (e) to settle, adjust or compromise any action relating legal proceedings brought to collect the Accounts Receivable and Collateral.
; (bf) Sign change of address forms to change sell or assign the address to which each Borrowers' mail is to be sent to Accounts Receivable and Collateral upon such address as the Collateral Agent shall designate (after which copies of all terms, for such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower onamounts, and receive at such time or times as secured partyBank deems advisable; (g) to discharge and release the Accounts Receivable and Collateral; (h) to take control, in any manner, of the Collateralany item of payment or proceeds referred to in Paragraph 7.5 above; (i) to prepare, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the file and sign Borrower's name of the relevant Borrower on any notice to that Borrowers' Account Debtors Notice of Lien, Assignment, Satisfaction of Lien or verification of similar document in connection with the Receivables Accounts Receivable and Collateral; (j) to prepare, file and sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy or similar document against Account Debtorsany Obligor; (k) to do all acts and things necessary, in Bank's sole discretion, to fulfill Borrower's obligations under this Agreement; (l) to endorse the name of Borrower upon any of the items of payment or proceeds referred to in Paragraph 7.5 above and to deposit the same to the account of Bank to and on account of Borrower's Liabilities; (m) to endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight bill, xxll xx lading or similar document or agreement relating to the Accounts Receivable and Collateral; and (n) to sign the name of Borrower to verifications of the Accounts Receivable and Collateral and notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accountsthereof to Obligors.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Sigmatron International Inc)
Appointment as Attorney-in-Fact. Each Borrower The Borrowers hereby irrevocably constitutes constitute and appoints appoint the Collateral Agent (acting through any officer of as the Collateral Agent) as that Borrower's Borrowers' true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrowerthe Borrowers, but for the sole benefit of the Agent Agents and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each the Borrowers' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each the Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead BorrowerBorrowers, or other legal representative of a Borrower the Borrowers whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower Borrowers in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Borrowers on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower Borrowers on any notice to that the Borrowers' Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' name on any Proof of 95 103 Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrowerthe Borrowers.
(g) Use, license or transfer any or all General Intangibles of each Borrowerthe Borrowers.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) Lender as that such Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower’s mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of the Lead creditors of any Borrower, or other legal representative of a such Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant any Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant any Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant any Borrower on any notice to that Borrowers' such Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' any Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each any Borrower. Notwithstanding anything to the contrary, Lender agrees not to exercise any such rights unless an Event of Default which has not been remedied within any grace period expressly provided herein or otherwise waived in writing by Lender.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's ’s true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower’s mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Bakers Footwear Group Inc)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through Lender, effective after the occurrence of an Event of Default, unless and until any officer such Event of Default is expressly waived in writing by Lender, except with respect to the power of attorney granted in subsection 8-1(h) hereof which is effective as of the Collateral Agent) date hereof, as that the Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
(h) Sign and file or record any financing or other statements in order to perfect or protect the Lender's security interest in the Collateral. 8-2.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following exercisable after the occurrence of an any Event of Default, not waived by the Lender in its reasonable discretion, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
(h) Sign and file or record any financing or other statements in order to perfect or protect the Lender's security interest in the Collateral.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent Lender (acting through any officer of the Collateral Agentits officers) as that Borrower's ’s true and lawful attorney, with full power of substitution, which designation the Lender may exercise only following the occurrence and during the continuance of an any Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent Lender, in accordance with the provisions hereof and the Revolving Credit LendersUCC for satisfying and discharging in full the Liabilities. The rights and powers granted the Collateral Agent Lender by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Borrower’s mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Borrower’s Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's ’s liens, or assignments or releases of mechanic's ’s liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's ’s acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints the Collateral Agent as that (acting through any officer of the Collateral Agentits officers) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent Agents and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Borrowers' Representative or to any trustee in bankruptcy or receiver of the Lead BorrowerBorrowers' Representative, or other legal representative of a Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.
Appears in 1 contract
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably ------------------------------- constitutes and appoints the Collateral Agent (acting through any officer of Lender as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit LendersLender. The rights and powers granted the Collateral Agent Lender by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent Lender shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine Lender determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Accounts Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Number Nine Visual Technology Corp)
Appointment as Attorney-in-Fact. Each The Borrower hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer Agent, effective upon the occurrence of an Event of Default, as the Collateral Agent) as that Borrower's true and lawful attorney, with full power of substitution, following the occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that the Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this the within appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which each Borrowers' the Borrower's mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower)designate; receive and open each Borrowers' the Borrower's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver bankruptcy, receiver, assignee for the benefit of creditors of the Lead Borrower, or other legal representative of a the Borrower whom the Collateral Agent determine determines to be the appropriate Person person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the name of the relevant Borrower on any notice to that Borrowers' the Borrower's Account Debtors or verification of the Receivables Collateral; sign the relevant Borrowers' Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each the Borrower.
(g) Use, license or transfer any or all General Intangibles of each the Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Factory Card Outlet Corp)
Appointment as Attorney-in-Fact. Each Borrower Key Loan Party hereby irrevocably constitutes and appoints the Collateral Agent (acting through any officer of the Collateral Agent) as that BorrowerKey Loan Party's true and lawful attorney, with full power of substitution, following the occurrence and during the continuance of an Event of DefaultDefault and subject to the terms of the Intercreditor Agreement, to convert the Collateral into cash at the sole risk, cost, and expense of that BorrowerKey Loan Party, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.;
(b) Sign change of address forms to change the address to which each BorrowersKey Loan Parties' mail is to be sent to such address as the Collateral Agent shall designate (after which copies of all such mail shall be promptly furnished to the Lead Borrower); receive and open each BorrowersKey Loan Parties' mail; remove any Receivables Collateral and Proceeds proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower Key Loan Party or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine determines to be the appropriate Person to whom to so turn over such mail.;
(c) Endorse the name of the relevant Borrower Key Loan Party in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower Key Loan Party on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.;
(d) Sign the name of the relevant Borrower Key Loan Party on any notice to that BorrowersKey Loan Parties' Account Debtors or verification of the Receivables Collateral; sign the relevant BorrowersKey Loan Parties' name on any Proof proof of Claim claim in Bankruptcy bankruptcy against Account Debtors, and on notices of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.Accounts Receivable;
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower Key Loan Party is a beneficiary.;
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.Key Loan Party; and
(g) Use, license or transfer any or all General Intangibles of each BorrowerKey Loan Party.
Appears in 1 contract
Samples: Senior Convertible Loan Agreement (Value City Department Stores Inc /Oh)
Appointment as Attorney-in-Fact. Each Borrower Borrower, irrevocably, hereby irrevocably designates, makes, constitutes and appoints the Collateral Agent Bank (acting through any officer of the Collateral Agent) and all Persons designated by Bank), as that each Borrower's true and lawful attorneyattorney and agent-in-fact, with full power of substitutionpower, following without notice to any Borrower and at such time or times hereafter as Bank may determine, in any Borrower's or Bank's name, upon the occurrence and during the continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of that Borrower, but for the sole benefit of the Agent and the Revolving Credit Lenders. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power to:
: (a) Prosecutedemand payment of the Accounts Receivable and Collateral; (b) enforce payment of the Accounts Receivable and Collateral by legal proceedings or otherwise; (c) exercise all of each Borrower's rights and remedies with respect to the collection of the Accounts Receivable and Collateral; (d) settle, defendadjust, compromise, extend or release renew the Accounts Receivable and Collateral; (e) settle, adjust or compromise any action relating legal proceedings brought to collect the Accounts Receivable and Collateral.
; (bf) Sign change of address forms to change sell or assign the address to which each Borrowers' mail is to be sent to Accounts Receivable and Collateral upon such address as the Collateral Agent shall designate (after which copies of all terms, for such mail shall be promptly furnished to the Lead Borrower); receive and open each Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of the Lead Borrower, or other legal representative of a Borrower whom the Collateral Agent determine to be the appropriate Person to whom to so turn over such mail.
(c) Endorse the name of the relevant Borrower in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower onamounts, and receive at such time or times as secured partyBank deems advisable; (g) discharge and release the Accounts Receivable and Collateral; (h) take control, in any manner, of the Collateralany item of payment or proceeds referred to in Paragraph 7.6 above; (i) prepare, file and sign any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d) Sign the Borrower's name of the relevant Borrower on any notice to that Borrowers' Account Debtors Notice of Lien, Assignment, Satisfaction of Lien, financing statement or verification of similar document in connection with the Receivables Accounts Receivable and Collateral; (j) prepare, file and sign the relevant Borrowers' each Borrower's name on any Proof of Claim in Bankruptcy or similar document against Account Debtorsany Obligor; (k) do all acts and things necessary, in Bank's sole discretion, to fulfill each Borrower's obligations under this Agreement; (l) endorse the name of any Borrower upon any of the items of payment or proceeds referred to in Paragraph 7.6 above and to deposit the same to the account of Bank to and on notices account of lien, claims of mechanic's liens, or assignments or releases of mechanic's liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker's acceptance of which any Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of each Borrower.
(g) Use, license or transfer any or all General Intangibles of each Borrower.Borrowers' Liabilities;
Appears in 1 contract
Samples: Loan and Security Agreement (Paul Harris Stores Inc)
