Authority of Secured Party. The Secured Party shall have and be entitled to exercise all such powers hereunder as are specifically delegated to the Secured Party by the terms hereof, together with such powers as are reasonably incidental thereto. The Secured Party may execute any of its duties hereunder by or through its agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder.
Authority of Secured Party. The Secured Party shall have and be -------------------------- entitled to exercise all powers hereunder that are specifically delegated to the Secured Party by the terms hereof, together with such powers as are reasonably incident thereto. The Secured Party may perform any of its duties hereunder or in connection with the Trademarks by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. The Secured Party and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Secured Party nor any director, officer, employee, attorney or agent of the Secured Party shall be liable to the Debtor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence, willful misconduct, nor shall the Secured Party be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Debtor agrees to indemnify and hold harmless the Secured Party and any other person from and against any and all reasonable costs and expenses (including reasonable attorney's fees and expenses), claims or liability incurred by the Secured Party or such person hereunder, unless such claim or liability shall be due to willful misconduct or gross negligence on the part of the Secured Party or such person.
Authority of Secured Party. The Debtor acknowledges that the rights and responsibilities of the Secured Party under this Agreement with respect to any action taken by the Secured Party or the exercise or non-exercise by the Secured Party of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Secured Party and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Secured Party and the Debtor, the Secured Party shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and the Debtor shall be under no obligation, or entitlement, to make any inquiry respecting such authority.
Authority of Secured Party. The SECURED PARTY shall have and be ----------------------------- entitled to exercise all such powers hereunder as are specifically delegated to the SECURED PARTY by the terms hereof, together with such powers as are incidental thereto. The SECURED PARTY may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder. During the continuance of an Event of Default, the PLEDGOR and TDSM hereby consent to the admission and substitution of the SECURED PARTY as the sole limited partner of the Partnership.
Authority of Secured Party. (a) Secured Party shall have, and be entitled to exercise, all such powers hereunder as are specifically delegated to Secured Party by the terms hereof, together with such powers as are incidental thereto. Secured Party may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder. Neither Secured Party, nor any director, officer or employee of Secured Party, shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct. The Pledgor agrees to reimburse Secured Party, on demand, for all reasonable costs and expenses incurred by Secured Party in connection with the administration and enforcement of this Agreement (including costs and expenses incurred by any agent employed by Secured Party (including, without limitation, reasonable attorneys’ fees and expenses)), provided that the Pledgor shall have received a detailed written invoice outlining any such costs and expenses, and agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless Secured Party (and any such agent) from and against any and all liability incurred by Secured Party (or such agent) hereunder or in connection herewith, unless such liability shall be due to gross negligence or willful misconduct on the part of Secured Party or such agent, as the case may be.
(b) Secured Party may from time to time, without notice to the Pledgor, at its option, perform any obligation to be performed by the Pledgor hereunder or under the Note Purchase Agreement which shall not have been performed by the Pledgor after reasonable notice by Secured Party and not cured by the Pledgor within five (5) Business Days following the date of such notice, and take any other action which Secured Party deems necessary for the maintenance or preservation of any of the Collateral or its Security Interest in the Collateral. All moneys advanced by Secured Party in connection with the foregoing shall, whether or not the Note Purchase Agreement is in effect, bear interest at a rate equal to the Default Rate, and shall be repaid together with such interest by the Pledgor to Secured Party, upon Secured Party’s demand, and shall be secured hereby prior to any other indebtedness or obligation secured hereby, but the making of ...
Authority of Secured Party. The Pledgor acknowledges that the rights and responsibilities of the Secured Party under this Agreement with respect to any action taken by the Secured Party or the exercise or non-exercise by the Secured Party of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Secured Party and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Secured Party and the Pledgor, the Secured Party shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting.
Authority of Secured Party. The Pledgor acknowledges that the rights and responsibilities of the Secured Party under this Agreement with respect to any action taken by the Secured Party or the exercise or non-exercise by the Secured Party of any right or remedy provided for herein or resulting or arising out of this Agreement shall be governed by the Note Purchase Agreement and by such other agreements with respect thereto as may exist from time to time among them.
Authority of Secured Party. Debtor hereby authorizes Secured Party to file or to execute and file, as applicable, financing statements or continuation statements without Debtor’s signature appearing thereon. Debtor agrees that a carbon, photographic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement and may be filed in any jurisdiction. Debtor shall pay the costs of, including out-of-pocket costs incidental to, any recording or filing of this Agreement, or any financing or continuation statements concerning the Collateral.
Authority of Secured Party. From and after an Event of Default, the Debtor hereby irrevocably constitutes and appoints the Secured Party and any agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the name of the Debtor or in its own name to take any and all action and to execute any and all documents and instruments which the Secured Party, at any time and from time to time after the occurrence of a Default, deems necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, the Debtor hereby gives the Secured Party the power and right on behalf of the Debtor and in its own name to do any of the following at any time and from time to time after the occurrence of a Default (as hereinafter defined), without notice to or the consent of the Debtor:
(i) to demand, sue for, collect, or receive in the name of the Debtor or in xxs own name, any money or property at any time payable or receivable on account of or in exchange for any of the Collateral and, in connection therewith, endorse checks, notes, drafts, acceptances, money orders, documents of title, or any other instruments for the payment of money under the Collateral or any policy of insurance;
(ii) to pay or discharge taxes, Liens, security interests, or other encumbrances levied or placed on or threatened against the Collateral;
(iii) to send requests for verification to account debtors and other obligors;
(iv) to notify post office authorities to change the address for delivery of mail of the Debtor to an address designated by the Secured Party and to receive, open and dispose of mail addressed to the Debtor;
(A) to direct the account debtors and any other parties liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Secured Party or as the Secured Party shall direct; (B) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against the Debtor, assignments, proxies, stock powers, verifications and notices in connection with an account and other documents relating to the Collateral; (D) to commence and prosecute any suit, action, or proceeding at law or in equity in any cou...
Authority of Secured Party. With respect to any Collateral, Pledgor hereby consents and agrees that the Company shall be entitled to accept the provisions of this Agreement as conclusive evidence of the right of Secured Party or Agent on behalf of Secured Party to effect any transfer or exercise any right hereunder with respect to any such Collateral, notwithstanding any other notice or direction to the contrary heretofore or hereafter given by Pledgor or any other person to the Company or to any registrar, transfer agent or trustee thereof.
