Common use of Appointment of Secured Party Clause in Contracts

Appointment of Secured Party. So long as any Secured Obligation remains unpaid or any Lender has any Commitment under the Loan Agreement, each Debtor does hereby designate and appoint the Secured Party its true and lawful attorney coupled with an interest and with power irrevocable, after an Event of Default has occurred and is continuing, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Secured Party may deem necessary or advisable to accomplish the purposes hereof, including, without limitation, all of the following: (i) take possession of and endorse any notes, acceptances, checks, drafts, money orders or other forms of payment or security and collect any Proceeds of any Collateral; (ii) sign and endorse any invoice or xxxx of lading relating to any of the Collateral, warehouse or storage receipts, drafts against customers or other obligors, assignments, notices of assignment, verifications and notices to customers or other obligors; (iii) receive, open and dispose of all mail addressed to any Debtor; (iv) send requests for verification of Rights to Payment to any of any Debtor’s account debtors or payment obligors in respect of the Collateral; (v) notify, or to require each or any Debtor to notify, its account debtors or payment obligors to make all payments directly to the Secured Party; (vi) assert, adjust, xxx for, compromise or release any claims under any policies of insurance; (vii) ask, demand, collect, receive and give acquittances and receipts for any and all Rights to Payment, enforce payment or any other rights in respect of the Rights to Payment and other Collateral, grant consents, agree to any amendments, modifications or waivers of the agreements and documents governing the Rights to Payment and other Collateral, and otherwise file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Secured Party may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Secured Party with respect to the Collateral; (vii) execute any and all applications, documents, papers and instruments necessary for the Secured Party to use the IP Collateral and grant or issue any exclusive or non exclusive license or sublicense with respect to any IP Collateral; (ix) execute any and all endorsements, assignments or other documents and instruments necessary to sell, lease, assign, convey or otherwise transfer title in or dispose of the Collateral; and (x) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of each or any Debtor, which the Secured Party may deem necessary or advisable to maintain, protect, realize upon and preserve the Collateral and the Secured Party’s security interest therein and to accomplish the purposes of this Agreement. The acceptance of this appointment by the Secured Party shall not obligate it to perform any duty, covenant or obligation required to be performed by any Debtor under or by virtue of the Collateral or to take any action in connection therewith. All expenses incurred by the Secured Party in connection with exercising any of its rights under this Section shall bear interest at the Default Rate from the date incurred until repaid by the Debtors; provided, however, that interest shall not accrue at a rate in excess of the maximum rate permitted by applicable law. All amounts described in this Section shall be repayable by the Debtors on demand and the Debtors’ obligation to make such repayment shall constitute an additional Secured Obligation. The amount and nature of any expense by the Secured Party hereunder and the time when paid shall be fully established by the certificate of the Secured Party or any of the Secured Party’s officers or agents.

Appointment of Secured Party. So long as any Secured Obligation remains unpaid or any Lender has any Commitment under the Loan Agreement, each Debtor does Borrower hereby designate irrevocably ---------------------------- constitutes and appoint the appoints Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney coupled attorney-in-fact with an interest full irrevocable power and with authority in the place and stead of Borrower and in the name of Borrower or in its own name, from time to time in Secured Party's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives Secured Party the power irrevocableand right, after on behalf of Borrower without notice to or assent by Borrower to do the following: (a) to apply for and prosecute any applications for recording or registrations of any Trademark Collateral, and to file any affidavits or other documents necessary or desirable to preserve, maintain or renew any such registrations; (b) at any time that an Event of Default has occurred and is continuing, for to assign, sell or otherwise dispose of all or any part of Borrower's right, title and interest in and to the purpose Trademark Collateral, including without limitation the Trademarks listed on Schedule A, and all -------- - registrations and recordings thereof and pending applications therefor; (c) at any time that an Event of carrying out the provisions Default has occurred and is continuing, to commence and prosecute any suits, actions or proceedings at law or in equity in any court of this Agreement and taking competent jurisdiction to enforce any right in respect of any Trademark; to defend any suit, action and executing or proceeding brought against Borrower with respect to any instrument that the Trademark Collateral; to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as Secured Party may deem necessary appropriate; (d) at any time that an Event of Default has occurred and is continuing, to sell, transfer, pledge, make any agreement with respect to or advisable to accomplish the purposes hereof, including, without limitation, all of the following: (i) take possession of and endorse any notes, acceptances, checks, drafts, money orders or other forms of payment or security and collect any Proceeds of any Collateral; (ii) sign and endorse any invoice or xxxx of lading relating to otherwise deal with any of the CollateralTrademarks as fully and completely as though Secured Party were the absolute owner thereof for all purposes; (e) to do, warehouse or storage receipts, drafts against customers or other obligors, assignments, notices of assignment, verifications and notices to customers or other obligors; (iii) receive, open and dispose of all mail addressed to any Debtor; (iv) send requests for verification of Rights to Payment to any of any Debtor’s account debtors or payment obligors in respect of the Collateral; (v) notify, or to require each or any Debtor to notify, its account debtors or payment obligors to make all payments directly to the at Secured Party; (vi) assert's option and Borrower's expense, adjustat any time or from time to time, xxx for, compromise or release any claims under any policies of insurance; (vii) ask, demand, collect, receive all acts and give acquittances and receipts for any and all Rights to Payment, enforce payment or any other rights in respect of the Rights to Payment and other Collateral, grant consents, agree to any amendments, modifications or waivers of the agreements and documents governing the Rights to Payment and other Collateral, and otherwise file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the things that Secured Party may deem deems necessary or desirable to maintainprotect, preserve or realize upon the Trademark Collateral and protect Secured Party's security interests therein, in order to effect the Collateral, intent of this Security Agreement; and (f) to collect the Collateral or to enforce the rights of the Secured Party with respect to the Collateral; (vii) execute any and all applications, documents, papers and instruments necessary for the Secured Party to use the IP Collateral and grant or issue any exclusive or non exclusive license or sublicense with respect to any IP Collateral; (ix) execute any and all endorsementsstatements, assignments certificates or other documents and instruments writings necessary or advisable in order to sell, lease, assign, convey or otherwise transfer title in or dispose of effect the Collateral; and (x) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of each or any Debtor, which the purposes described above as Secured Party may deem necessary in its sole discretion determine. Borrower hereby ratifies all that said attorneys shall lawfully do or advisable to maintain, protect, realize upon and preserve the Collateral and the Secured Party’s security interest therein and to accomplish the purposes of this Agreement. The acceptance of this appointment by the Secured Party shall not obligate it to perform any duty, covenant or obligation required cause to be performed by any Debtor under or done by virtue hereof. This power of the Collateral or to take any action in connection therewith. All expenses incurred by the Secured Party in connection attorney is a power coupled with exercising any of its rights under this Section shall bear an interest at the Default Rate from the date incurred until repaid by the Debtors; provided, however, that interest shall not accrue at a rate in excess of the maximum rate permitted by applicable law. All amounts described in this Section and shall be repayable by the Debtors on demand and the Debtors’ obligation to make such repayment shall constitute an additional Secured Obligation. The amount and nature of any expense by the Secured Party hereunder and the time when paid shall be fully established by the certificate of the Secured Party or any of the Secured Party’s officers or agentsirrevocable.

Appointment of Secured Party. So long as any Secured Obligation remains unpaid or any Lender has any Commitment under the Loan Agreement, each Debtor does Borrower hereby designate irrevocably constitutes and appoint the appoints Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney coupled attorney-in-fact with an interest full irrevocable power and with power irrevocableauthority in the place and stead of Borrower and in the name of Borrower or in its own name, after an Event of Default has occurred and is continuingfrom time to time in Secured Party's discretion, for the purpose of carrying out the provisions terms of this Agreement and taking any action and executing any instrument that the Secured Party may deem necessary or advisable Trademark Security Agreement, to accomplish the purposes hereof, including, without limitation, all of the following: (i) take possession of and endorse any notes, acceptances, checks, drafts, money orders or other forms of payment or security and collect any Proceeds of any Collateral; (ii) sign and endorse any invoice or xxxx of lading relating to any of the Collateral, warehouse or storage receipts, drafts against customers or other obligors, assignments, notices of assignment, verifications and notices to customers or other obligors; (iii) receive, open and dispose of all mail addressed to any Debtor; (iv) send requests for verification of Rights to Payment to any of any Debtor’s account debtors or payment obligors in respect of the Collateral; (v) notify, or to require each or any Debtor to notify, its account debtors or payment obligors to make all payments directly to the Secured Party; (vi) assert, adjust, xxx for, compromise or release any claims under any policies of insurance; (vii) ask, demand, collect, receive and give acquittances and receipts for any and all Rights appropriate action and to Payment, enforce payment or any other rights in respect of the Rights to Payment and other Collateral, grant consents, agree to any amendments, modifications or waivers of the agreements and documents governing the Rights to Payment and other Collateral, and otherwise file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Secured Party may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Secured Party with respect to the Collateral; (vii) execute any and all applications, documents, papers and instruments necessary for the Secured Party to use the IP Collateral and grant or issue any exclusive or non exclusive license or sublicense with respect to any IP Collateral; (ix) execute any and all endorsements, assignments or other documents and instruments necessary to sell, lease, assign, convey or otherwise transfer title in or dispose of the Collateral; and (x) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of each or any Debtor, which the Secured Party that may deem be necessary or advisable to maintain, protect, realize upon and preserve the Collateral and the Secured Party’s security interest therein and desirable to accomplish the purposes of this Agreement. The acceptance Trademark Security Agreement and, without limiting the generality of this appointment by the foregoing, hereby gives Secured Party shall not obligate it the power and right, on behalf of Borrower upon and during the continuance of an Event of Default, without notice to perform or assent by Borrower to do the following: (a) to apply for and prosecute any dutyapplications for recording or registrations of any Trademark Collateral, covenant and to file any affidavits or obligation required other documents necessary or desirable to be performed by preserve, maintain or renew any Debtor under such registrations; (b) to assign, sell or by virtue otherwise dispose of all or any part of Borrower's right, title and interest in and to the Collateral Trademark Collateral, including without limitation the Trademarks listed on Schedule A, and all registrations and recordings thereof and pending applications therefor; (c) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to take enforce any right in respect of any Trademark; to defend any suit, action or proceeding brought against Borrower with respect to any Trademark Collateral; to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith. All expenses incurred by the , to give such discharges or releases as Secured Party in connection may deem appropriate; (d) to sell, transfer, pledge, make any agreement with exercising any of its rights under this Section shall bear interest at the Default Rate from the date incurred until repaid by the Debtors; provided, however, that interest shall not accrue at a rate in excess of the maximum rate permitted by applicable law. All amounts described in this Section shall be repayable by the Debtors on demand and the Debtors’ obligation respect to make such repayment shall constitute an additional Secured Obligation. The amount and nature of any expense by the Secured Party hereunder and the time when paid shall be fully established by the certificate of the Secured Party or otherwise deal with any of the Trademarks as fully and completely as though Secured Party were the absolute owner thereof for all purposes; (e) to do, at Secured Party’s officers 's option and Borrower's expense, at any time or agentsfrom time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Trademark Collateral and Secured Party's security interests therein, in order to effect the intent of this Trademark Security Agreement; and (f) to execute any and all documents, statements, certificates or other writings necessary or advisable in order to effect the purposes described above as Secured Party may in its sole discretion determine. Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

Appointment of Secured Party. So long as any Secured Obligation remains unpaid or any Lender has any Commitment under the Loan Agreement, each Debtor does Each Grantor hereby designate irrevocably constitutes and appoint the appoints Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney coupled attorney-in-fact with an interest full irrevocable power and with power irrevocableauthority in the place and stead of the Grantor and in the name of the Grantor or in its own name, after an Event of Default has occurred and is continuingfrom time to time in Secured Party's discretion, for the purpose of carrying out the provisions terms of this Agreement and taking any action and executing any instrument that the Secured Party may deem necessary or advisable Trademark Agreement, to accomplish the purposes hereof, including, without limitation, all of the following: (i) take possession of and endorse any notes, acceptances, checks, drafts, money orders or other forms of payment or security and collect any Proceeds of any Collateral; (ii) sign and endorse any invoice or xxxx of lading relating to any of the Collateral, warehouse or storage receipts, drafts against customers or other obligors, assignments, notices of assignment, verifications and notices to customers or other obligors; (iii) receive, open and dispose of all mail addressed to any Debtor; (iv) send requests for verification of Rights to Payment to any of any Debtor’s account debtors or payment obligors in respect of the Collateral; (v) notify, or to require each or any Debtor to notify, its account debtors or payment obligors to make all payments directly to the Secured Party; (vi) assert, adjust, xxx for, compromise or release any claims under any policies of insurance; (vii) ask, demand, collect, receive and give acquittances and receipts for any and all Rights appropriate action and to Payment, enforce payment or any other rights in respect of the Rights to Payment and other Collateral, grant consents, agree to any amendments, modifications or waivers of the agreements and documents governing the Rights to Payment and other Collateral, and otherwise file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Secured Party may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Secured Party with respect to the Collateral; (vii) execute any and all applications, documents, papers and instruments necessary for the Secured Party to use the IP Collateral and grant or issue any exclusive or non exclusive license or sublicense with respect to any IP Collateral; (ix) execute any and all endorsements, assignments or other documents and instruments necessary to sell, lease, assign, convey or otherwise transfer title in or dispose of the Collateral; and (x) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of each or any Debtor, which the Secured Party that may deem be necessary or advisable to maintain, protect, realize upon and preserve the Collateral and the Secured Party’s security interest therein and desirable to accomplish the purposes of this Agreement. The acceptance Trademark Agreement and, without limiting the generality of this appointment the foregoing, hereby gives Secured Party the power and right, on behalf of the Grantor upon and during the continuance of an Event of Default, without notice to or assent by the Grantor, to do the following: (a) to apply for and prosecute any applications for recording or registrations of any Trademark Collateral, and to file any affidavits or other documents necessary or desirable to preserve, maintain or renew any such registrations; (b) to assign, sell or otherwise dispose of all or any part of the Grantor's right, title and interest in and to the Trademark Collateral, including without limitation the Trademarks listed on Schedule A, and all registrations and recordings thereof and pending applications therefor, provided that Secured Party shall will give the Grantor not obligate it to perform any duty, covenant or obligation required to be performed by any Debtor under or by virtue less than ten (10) days' prior written notice of the Collateral time and place of any sale or intended deposition thereof in accordance with the OI Security Agreement and the Subsidiary Security Agreement of even date between the Grantors and Secured Party; (c) to take commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to enforce any right in respect of any Trademark; to defend any suit, action or proceeding brought against the Grantor with respect to any Trademark Collateral; to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith. All expenses incurred by the , to give such discharges or releases as Secured Party in connection may deem appropriate; (d) to sell, transfer, pledge, make any agreement with exercising any of its rights under this Section shall bear interest at the Default Rate from the date incurred until repaid by the Debtors; provided, however, that interest shall not accrue at a rate in excess of the maximum rate permitted by applicable law. All amounts described in this Section shall be repayable by the Debtors on demand and the Debtors’ obligation respect to make such repayment shall constitute an additional Secured Obligation. The amount and nature of any expense by the Secured Party hereunder and the time when paid shall be fully established by the certificate of the Secured Party or otherwise deal with any of the Trademarks as fully and completely as though Secured Party were the absolute owner thereof for all purposes provided that Secured Party will give the Grantor not less than ten (10) days' prior written notice of the time and place of any sale or intended deposition thereof in accordance with the OI Security Agreement and the Subsidiary Security Agreement of even date between the Grantors and Secured Party’s officers ; (e) to do, at Secured Party's option and the Grantor's expense, at any time or agentsfrom time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Trademark Collateral and Secured Party's security interests therein, in order to effect the intent of this Trademark Agreement; and (f) to execute any and all documents, statements, certificates or other writings necessary or advisable in order to effect the purposes described above as Secured Party may in its sole discretion determine. Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.