Authorization; Agent Appointed Attorney-in-Fact. The Agent shall have the right to, in the name of any Grantor, or in the name of the Agent or otherwise, without notice to or assent by such Grantor, and each Grantor hereby constitutes and appoints the Agent (and any of the Agent's officers or employees or agents designated by the Agent) as such Grantor's true and lawful attorney-in-fact, with full power and authority to: (i) sign any of the financing statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing procedures; (ii) 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; (iii) 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; (iv) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral); and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment; (v) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral); (vi) send requests for verification of Rights to Payment to the customers or other obligors of any Grantor; (vii) contact, or direct any Grantor to contact, all account debtors and other obligors on the Rights to Payment and instruct such account debtors and other obligors to make all payments directly to the Agent; (viii) assert, adjust, xxx for, compromise or release any claims under any policies of insurance; (ix) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with BofA or any other bank, financial institution or other Person; (x) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Agent; (xi) 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 Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral; (xii) execute any and all applications, documents, papers and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue any
Appears in 1 contract
Samples: Security Agreement (Mail Well Inc)
Authorization; Agent Appointed Attorney-in-Fact. The Agent ----------------------------------------------- shall have the right to, in the name of any Grantorthe Guarantor, or in the name of the Agent or otherwise, without notice to or assent by such Grantorthe Guarantor, and each Grantor the Guarantor hereby constitutes and appoints the Agent (and any of the Agent's officers or employees or agents designated by the Agent) as such Grantorthe Guarantor's true and lawful attorney-in-fact, with full power and authority to:
(i) if the Guarantor fails to do so promptly, sign any of the financing statements Financing Statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(ii) 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;
(iii) 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;
(iv) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral); and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment;
(v) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral);
(vi) send requests for verification of Rights to Payment to the customers or other obligors of any Grantorthe Guarantor;
(viiv) contact, or direct any Grantor the Guarantor to contact, all account debtors and other obligors on the Rights to Payment and instruct such account debtors and other obligors to make all payments directly to the Agent;
(viiivi) assert, adjust, xxx for, compromise or release any claims under any policies of insurance;
(ix) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with BofA or any other bank, financial institution or other Person;
(xvii) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Agent;
(xiviii) 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 Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xiiix) execute any and all applications, documents, papers and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue anyany exclusive or non-exclusive license or sublicense with respect to any Intellectual Property in connection with the exercise of the Agent's rights and remedies under Section 10;
(x) 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
(xi) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of the Guarantor, which the Agent may deem necessary or advisable to (A) realize upon the Collateral, and (B) maintain, protect, and preserve the Collateral and the Agent's security interest therein and to accomplish the purposes of this Agreement. The Agent agrees that, except upon and after the occurrence and during the continuance of an Event of Default and while Loans are outstanding, it shall not exercise the power of attorney, or any rights granted to the Agent, pursuant to clauses (ii) through (x) and (xi)(A). The foregoing power of attorney is coupled with an interest and irrevocable so long as the Banks have any Commitments or the Secured Obligations have not been paid and performed in full. The Guarantor hereby ratifies, to the extent permitted by law, all that the Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.
Appears in 1 contract
Authorization; Agent Appointed Attorney-in-Fact. The In addition to (and not in limitation of) any other right or remedy provided to the Agent hereunder, the Agent shall have the right to, in the name of any Grantor, or in the name of the Agent or otherwise, without notice to or assent by any such Grantor, and each Grantor hereby constitutes and appoints the Agent (and any of the Agent's ’s officers or employees or agents designated by the Agent) as such Grantor's ’s true and lawful attorney-in-fact, with full power and authority to:
(ia) sign file any of the financing statements which must be executed or filed to perfect or continue perfectedto perfect, maintain the priority of or provide notice of the Agent's ’s security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(iib) 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;
(iiic) 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;
(ivd) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any such Grantor to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral)designate; and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to PaymentPayment of such Grantor;
(ve) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)Grantor;
(vif) send requests for verification of Rights to Payment to the customers or other obligors of any such Grantor;
(viig) contact, or direct any such Grantor to contact, all account debtors and other obligors on the Rights to Payment of such Grantor and instruct such account debtors and other obligors to make all payments directly to the Agent;
(viiih) assert, adjust, xxx for, compromise or release any claims under any policies of insurance;
(ixi) exercise dominion and control over, and refuse to permit further withdrawals from, any Deposit Accounts of such Grantor maintained with BofA the Agent, any Lender or any other bank, financial institution or other Person;
(xj) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment of such Grantor to remit all amounts representing collections on the such Rights to Payment directly to the Agent;
(xik) ask, demand, collect, receive and give acquittances and receipts for any and all Rights to PaymentPayment of such Grantor, 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 such 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 Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xiil) execute any and all applications, documents, papers and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue anyany exclusive or non-exclusive license or sublicense with respect to any Intellectual Property Collateral;
(m) 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;
(n) execute and deliver to any securities intermediary or other Person any entitlement order or other notice, document or instrument which the Agent may deem necessary or advisable to maintain, protect, realize upon and preserve the Deposit Accounts and Investment Property of such Grantor and the Agent’s security interest therein; and
(o) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of such Grantor, in each case which the Agent may deem necessary or advisable to maintain, protect, realize upon and preserve the Collateral and the Agent’s security interest therein and to accomplish the purposes of this Agreement. The Agent agrees that, except upon the occurrence and continuation of an Event of Default, it shall not exercise the power of attorney, or any rights granted to the Agent, pursuant to clauses (b) through (o). The foregoing power of attorney is coupled with an interest and irrevocable so long as the Secured Obligations (other than inchoate indemnification and expense reimbursement obligations for which no claim has been asserted) have not been Paid In Full. Each Grantor hereby ratifies, to the extent permitted by law, all that the Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.
Appears in 1 contract
Authorization; Agent Appointed Attorney-in-Fact. The Agent shall have the right to, in the name of any Grantoror all Grantors, or in the name of the Agent or otherwise, without notice to or assent by such GrantorGrantors, and each Grantor Grantors hereby constitutes constitute and appoints appoint the Agent (and any of the Agent's officers or employees officers, employees, or agents designated by the Agent) as such Grantor's Grantors' true and lawful attorney-in-fact, with full power and authority to:
(i) sign any of the financing statements Financing Statements which must be executed executed, filed, or filed recorded to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(ii) take possession of and endorse any notes, acceptances, checks, drafts, money orders orders, or other forms of payment or security and collect any Proceeds of any Collateral;
(iii) sign and endorse any invoice or xxxx of bill xx lading relating to any of the Collateral, warehouse or storage receipts, drafts against customers or other obligors, assignments, notices of assignment, verifications verifications, and notices to customers or other obligors;
(iv) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor or all Grantors to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral); designate and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment;
(v) receive, open open, and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)or all Grantors;
(vi) send requests for verification of Rights to Payment to the customers or other obligors of any Grantoror all Grantors;
(vii) contact, or direct any Grantor Grantors to contact, all account debtors and other obligors on the Rights to Payment and instruct such account debtors and other obligors to make all payments directly to the Agent;
(viii) assert, adjust, xxx forsue xxx, compromise compromise, or release any claims under any policies of insurance;
(ix) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with BofA or any other bank, financial institution or other Personthe Agent;
(x) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Agent;
(xi) ask, demand, collect, receive 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 modifications, or waivers of the agreements and documents governing the Rights to Payment and other Collateral, and otherwise file any claims, take any action action, or institute, defend, settle settle, or adjust any actions, suits suits, or proceedings with respect to the Collateral, as the Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve preserve, and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xii) execute any and all applications, documents, papers papers, and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue anyany exclusive or non-exclusive license or sublicense with respect to any Intellectual Property Collateral;
(xiii) 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;
(xiv) assert any and all Rights and Remedies and to collect all damages, awards, and other monies resulting therefrom; and
(xv) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of Grantors, which the Agent may deem necessary or advisable to maintain, protect, realize upon, and preserve the Collateral and the Agent's security interest therein and to accomplish the purposes of this Agreement. The Agent agrees that, except upon and after the occurrence of an Event of Default, it shall not exercise the power of attorney, or any rights granted to the Agent, pursuant to clauses (ii) through (xv). The foregoing power of attorney is coupled with an interest and irrevocable so long as any Lender has any Commitment or the Secured Obligations have not been paid and performed in full. Grantors hereby ratify, to the extent permitted by law, all that the Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.
Appears in 1 contract
Authorization; Agent Appointed Attorney-in-Fact. The Agent shall have the right to, in the name of any Grantoror all Grantors, or in the name of the Agent or otherwise, without notice to or assent by such GrantorGrantors, and each Grantor Grantors hereby constitutes constitute and appoints appoint the Agent (and any of the Agent's officers or employees officers, employees, or agents designated by the Agent) as such Grantor's Grantors' true and lawful attorney-in-fact, with full power and authority to:
(i) sign any of the financing statements Financing Statements which must be executed executed, filed, or filed recorded to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(ii) take possession of and endorse any notes, acceptances, checks, drafts, money orders orders, or other forms of payment or security and collect any Proceeds of any Collateral;
(iii) sign and endorse any invoice or xxxx of bill xx lading relating to any of the Collateral, warehouse or storage receipts, drafts against customers or other obligors, assignments, notices of assignment, verifications verifications, and notices to customers or other obligors;
(iv) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor or all Grantors to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral); designate and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment;
(v) receive, open open, and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)or all Grantors;
(vi) send requests for verification of Rights to Payment to the customers or other obligors of any Grantoror all Grantors;
(vii) contact, or direct any Grantor Grantors to contact, all account debtors and other obligors on the Rights to Payment and instruct such account debtors and other obligors to make all payments directly to the Agent;
(viii) assert, adjust, xxx forsue xxx, compromise compromise, or release any claims under any policies of insurance;
(ix) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with BofA or any other bank, financial institution or other Personthe Agent;
(x) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Agent;
(xi) ask, demand, collect, receive 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 modifications, or waivers of the agreements and documents governing the Rights to Payment and other Collateral, and otherwise file any claims, take any action action, or institute, defend, settle settle, or adjust any actions, suits suits, or proceedings with respect to the -50- 20 Collateral, as the Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve preserve, and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xii) execute any and all applications, documents, papers papers, and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue anyany exclusive or non-exclusive license or sublicense with respect to any Intellectual Property Collateral;
(xiii) 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;
(xiv) assert any and all Rights and Remedies and to collect all damages, awards, and other monies resulting therefrom; and
(xv) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of Grantors, which the Agent may deem necessary or advisable to maintain, protect, realize upon, and preserve the Collateral and the Agent's security interest therein and to accomplish the purposes of this Agreement. The Agent agrees that, except upon and after the occurrence of an Event of Default, it shall not exercise the power of attorney, or any rights granted to the Agent, pursuant to clauses (ii) through (xv). The foregoing power of attorney is coupled with an interest and irrevocable so long as any Lender has any Commitment or the Secured Obligations have not been paid and performed in full. Grantors hereby ratify, to the extent permitted by law, all that the Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.
Appears in 1 contract
Samples: Security Agreement (Central Financial Acceptance Corp)
Authorization; Agent Appointed Attorney-in-Fact. The Agent shall have Each Grantor hereby irrevocably constitutes and appoints the right toAgent, for the benefit of itself, the Banks and the Issuing Banks, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of any Grantor, such Grantor or in its own name, from time to time in the name Agent's sole discretion for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the Agent or otherwiseforegoing, hereby grants to the Agent, for the benefit of itself, the Banks and the Issuing Banks, the power and right, on behalf of such Grantor, without notice to or assent by such GrantorXxxxxxx, and each Grantor hereby constitutes and appoints at any time, to do the Agent (and any of the Agent's officers or employees or agents designated by the Agent) as such Grantor's true and lawful attorney-in-fact, with full power and authority tofollowing:
(i) sign any of the financing statements Financing Statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(ii) 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;
(iii) sign and endorse any invoice or xxxx bill 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;
(iv) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral); designate and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment;
(v) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)Grantor;
(vi) send requests for verification of Rights to Payment to the customers or other obligors of any Grantor;
(vii) contact, or direct any Grantor to contact, all account debtors and other obligors on the Rights to Payment and instruct such account debtors and other obligors to make all payments directly to the Agent;
(viii) assert, adjust, xxx sue for, compromise or release any claims under any policies of insurance;
(ix) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with BofA or any other bank, financial institution or other Personthe Agent;
(x) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Agent;
(xi) 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 Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xii) execute any and all applications, documents, papers and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue anyany exclusive or non-exclusive license or sublicense with respect to any Intellectual Property Collateral;
(xiii) 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;
(xiv) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of each Grantor, which the Agent may deem necessary or advisable to maintain, protect, realize upon and preserve the Collateral; and
(xv) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of each Grantor, which the Agent may deem necessary or advisable to maintain, protect, and preserve the Agent's security interest in the Collateral. The Agent agrees that, except upon and after the occurrence of an Event of Default, it shall not exercise the power of attorney, or any rights granted to the Agent, pursuant to clauses (ii) through (xiv). The foregoing power of attorney is coupled with an interest and irrevocable so long as any Bank has outstanding any Commitment or Loan, or any letter of credit remains outstanding, or the Secured Obligations have not been paid and performed in full or any Bank is a counterparty to an Interest Rate Contract or a currency hedging agreement with the Borrower. Each Grantor hereby ratifies, to the extent permitted by law, all that the Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.
Appears in 1 contract
Authorization; Agent Appointed Attorney-in-Fact. The In addition to (and not in limitation of) any other right or remedy provided to the Administrative Agent hereunder, the Administrative Agent shall have the right to, in the name of any Grantor, or in the name of the Administrative Agent or otherwise, without notice to or assent by any such Grantor, and each Grantor hereby constitutes and appoints the Administrative Agent (and any of the Administrative Agent's ’s officers or employees or agents designated by the Administrative Agent) as such Grantor's ’s true and lawful attorney-in-fact, with full power and authority to:
(ia) sign file any of the financing statements which must be executed or filed to perfect or continue perfectedto perfect, maintain the priority of or provide notice of the Administrative Agent's security interest ’s Lien in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(iib) 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;
(iiic) sign and endorse any invoice or xxxx bill 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;
(ivd) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any such Grantor to such address as the Administrative Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral)designate; and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to PaymentPayment of such Grantor;
(ve) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)Grantor;
(vif) send requests for verification of Rights to Payment to the customers or other obligors of any such Grantor;
(viig) contact, or direct any such Grantor to contact, all account debtors and other obligors on the Rights to Payment of such Grantor and instruct such account debtors and other obligors to make all payments directly to the Administrative Agent;
(viiih) assert, adjust, xxx sue for, compromise or release any claims Claims under any policies of insurance;
(ixi) exercise dominion and control over, and refuse to permit further withdrawals from, any Deposit Accounts of such Grantor maintained with BofA the Administrative Agent, any Lender or any other bank, financial institution or other Person;
(xj) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment of such Grantor to remit all amounts representing collections on the such Rights to Payment directly to the Administrative Agent;
(xik) ask, demand, collect, receive and give acquittances and receipts for any and all Rights to PaymentPayment of such Grantor, 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 such Rights to Payment and other Collateral, and otherwise file any claimsClaims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Administrative Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Administrative Agent with respect to the Collateral;
(xiil) execute any and all applications, documents, papers and instruments necessary for the Administrative Agent to use the Intellectual Property Collateral and grant or issue anyany exclusive or non-exclusive license or sublicense with respect to any Intellectual Property Collateral;
(m) 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;
(n) execute and deliver to any securities intermediary or other Person any entitlement order or other notice, document or instrument which the Administrative Agent may deem necessary or advisable to maintain, protect, realize upon and preserve the Deposit Accounts and Investment Property of such Grantor and the Administrative Agent’s security interest therein; and
(o) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of such Grantor, which the Administrative Agent may deem necessary or advisable to maintain, protect, realize upon and preserve the Collateral and the Administrative Agent’s security interest therein and to accomplish the purposes of this Agreement. The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney, or any rights granted to the Administrative Agent, pursuant to clauses (b) through (o). The foregoing power of attorney is coupled with an interest and irrevocable so long as the Lenders have any Commitments or the Secured Obligations (other than Warrant Obligations and inchoate indemnification and expense reimbursement obligations for which no Claim has been made) have not been indefeasibly paid in full in cash. Each Grantor hereby ratifies, to the extent permitted by applicable Law, all that the Administrative Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.
Appears in 1 contract
Authorization; Agent Appointed Attorney-in-Fact. The In addition to (and not in limitation of) any other right or remedy provided to the Administrative Agent hereunder, the Administrative Agent shall have the right to, in the name of any Grantor, or in the name of the Administrative Agent or otherwise, without notice to or assent by any such Grantor, and each Grantor hereby constitutes and appoints the Administrative Agent (and any of the Administrative Agent's ’s officers or employees or agents designated by the Administrative Agent) as such Grantor's ’s true and lawful attorney-in-fact, with full power and authority to:
(ia) sign file any of the financing statements which must be executed or filed to perfect or continue perfected, maintain the priority of of, or provide notice of of, the Administrative Agent's security interest ’s Lien in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(iib) 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;
(iiic) sign and endorse any invoice or xxxx bxxx 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;
(ivd) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any such Grantor to such address as the Administrative Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral)designate; and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to PaymentPayment of such Grantor;
(ve) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)Grantor;
(vif) send requests for verification of Rights to Payment to the customers or other obligors of any such Grantor;
(viig) contact, or direct any such Grantor to contact, all account debtors and other obligors on the Rights to Payment of such Grantor and instruct such account debtors and other obligors to make all payments directly to the Administrative Agent;
(viiih) assert, adjust, xxx sxx for, compromise or release any claims under any policies of insurance;
(ixi) exercise dominion and control over, and refuse to permit further withdrawals from, any Deposit Accounts of such Grantor maintained with BofA the Administrative Agent, any Lender or any other bank, financial institution or other Person;
(xj) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment of such Grantor to remit all amounts representing collections on the such Rights to Payment directly to the Administrative Agent;
(xik) ask, demand, collect, receive and give acquittances and receipts for any and all Rights to PaymentPayment of such Grantor, 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 such Rights to Payment and other Collateral, and otherwise file any claimsClaims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Administrative Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Administrative Agent with respect to the Collateral;
(xiil) execute any and all applications, documents, papers and instruments necessary for the Administrative Agent to use the Intellectual Property Collateral and grant or issue anyany exclusive or non-exclusive license or sublicense with respect to any Intellectual Property Collateral;
(m) 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;
(n) execute and deliver to any securities intermediary or other Person any entitlement order or other notice, document or instrument which the Administrative Agent may deem necessary or advisable to maintain, protect, realize upon and preserve the Deposit Accounts and Investment Property of such Grantor and the Administrative Agent’s security interest therein; and
(o) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of such Grantor, which the Administrative Agent may deem necessary to maintain, protect, realize upon and preserve the Collateral and the Administrative Agent’s security interest therein and to accomplish the purposes of this Agreement. The Administrative Agent agrees that, except upon the occurrence and during the continuance of an Event of Default, it shall not exercise the power of attorney, or any rights granted to the Administrative Agent, pursuant to clauses (b) through (n). The foregoing power of attorney is coupled with an interest and irrevocable so long as the Lenders have any Commitments or the Secured Obligations have not been paid and performed in full. Each Grantor hereby ratifies, to the extent permitted by Law, all that the Administrative Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.
Appears in 1 contract
Authorization; Agent Appointed Attorney-in-Fact. The Agent shall have the right to, in the name of any GrantorXxxxxxxx, or in the name of the Agent or otherwise, without notice to or assent by such GrantorXxxxxxxx, and each Grantor Borrower hereby constitutes and appoints the Agent (and any of the Agent's officers or employees or agents designated in writing by the Agent) as such GrantorXxxxxxxx's true and lawful attorney-in-fact, with full power and authority to:
(i) sign any of the financing statements Financing Statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(ii) take possession of and endorse any notes, acceptances, checks, drafts, money orders or other forms of payment or security which may come into the possession of Agent and collect any Proceeds of any Collateral;
(iii) sign and endorse any invoice or xxxx bill of lading relating to any of the Collateral, warehouse or storage receipts, on drafts against customers or other obligors, assignments, on notices of assignment, verifications and on notices to customers or other obligors;
(iv) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor Borrower to such address as the Agent may designated designate (provided that provided, that, Agent shall reasonably promptly return to Borrower all mail other than the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral); Collateral in an orderly fashion) and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment;
(v) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)Xxxxxxxx;
(vi) send requests for verification of Rights to Payment to the customers or other obligors of any GrantorBorrower;
(vii) contact, or direct any Grantor to contact, contact all account debtors Receivable Debtors and other obligors on the Rights to Payment and instruct such account debtors Receivable Debtors and other obligors to make all payments directly to the Agent;
(viii) assert, adjust, xxx for, compromise or release any claims under any policies of insurance;
(ix) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with BofA or any other bank, financial institution or other Person;
(x) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Agent;
(xi) 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 Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xii) execute any and all applications, documents, papers and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue any
Appears in 1 contract
Samples: Credit Agreement (Certified Grocers of California LTD)
Authorization; Agent Appointed Attorney-in-Fact. The In addition to (and not in limitation of) any other right or remedy provided to the Agent under this Annex A, the Agreement or any other Loan Document, the Agent shall have the right to, in the name 4810-9912-0636 v.15 of any GrantorLoan Party, or in the name of the Agent or otherwise, without notice to or assent by any such GrantorLoan Party, and each Grantor Loan Party hereby constitutes and appoints the Agent (and any of the Agent's ’s officers or employees or agents designated by the Agent) as such Grantor's Loan Party’s true and lawful attorney-in-fact, with full power and authority to, solely during the continuation of an Event of Default and exercise of remedies pursuant to Section 10 hereof:
(i) sign any of the financing statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing procedures;
(iia) take possession of and endorse any notes, acceptances, checks, drafts, money orders or other forms of payment or security and collect any Proceeds proceeds of any Collateral;
(iiib) sign and endorse any invoice or xxxx bill of lading relating to any of the Collaterallading, warehouse or storage receipts, drafts against customers or other obligors, assignments, notices of assignment, verifications and notices to customers or other obligorsobligors relating to any of the Collateral;
(ivc) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor such Loan Party to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral)designate; and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to PaymentPayment of such Loan Party;
(vd) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)Loan Party;
(vie) send requests for verification of Rights to Payment to the customers or other obligors of any Grantorsuch Loan Party;
(viif) contact, or direct any Grantor such Loan Party to contact, all account debtors and other obligors on the Rights to Payment of such Loan Party and instruct such account debtors and other obligors to make all payments directly to the Agent;
(viiig) assert, adjust, xxx sue for, compromise or release any claims under any policies of insurance;
(ixh) exercise dominion and control over, and refuse to permit further withdrawals from, any Deposit Accounts of such Loan Party maintained with BofA the Agent, any Lender or any other bank, financial institution or other Person, in each case other than any Excluded Accounts;
(xi) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment of such Loan Party to remit all amounts representing collections on the such Rights to Payment directly to the Agent;
(xij) ask, demand, collect, receive and give acquittances and receipts for any and all Rights to PaymentPayment of such Loan Party, 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 such Rights to Payment and other Collateral, and otherwise file any claimsClaims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and 4810-9912-0636 v.15 protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xiik) execute any and all applications, documents, papers and instruments necessary for the Agent to use or otherwise exploit the Intellectual Property Collateral constituting Collateral and grant or issue anyany exclusive or non-exclusive License with respect to any Intellectual Property Collateral constituting Collateral, in each case to the extent permitted by such applicable Intellectual Property Collateral;
(l) execute any and all endorsements, assignments or other documents and instruments necessary to sell, lease, license, assign, convey or otherwise transfer title in, or dispose of, the Collateral;
(m) execute and deliver to any securities intermediary or other Person any entitlement order or other notice, document or instrument which the Agent may deem necessary or advisable to maintain, protect, realize upon and preserve the Deposit Accounts and Investment Property of such Loan Party constituting Collateral and the Agent’s security interest therein;
(n) commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral;
(o) settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and
(p) use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of such Loan Party, which the Agent may deem necessary or advisable to maintain, protect, realize upon and preserve the Collateral and the Agent’s security interest therein and to accomplish the purposes of this Agreement.
Appears in 1 contract
Authorization; Agent Appointed Attorney-in-Fact. The Agent shall have the right to, in the name of any Grantorthe Subsidiary, or in the name of the Agent or otherwise, without notice to or assent by such Grantorthe Subsidiary, and each Grantor the Subsidiary hereby constitutes and appoints the Agent (and any of the Agent's officers or employees or agents designated by the Agent) as such Grantorthe Subsidiary's true and lawful attorney-in-fact, with full power and authority to:
(i) sign any of the financing statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing procedures;
(ii) 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;
(iii) sign and endorse any invoice or xxxx of bill xx 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;
(iv) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor the Subsidiary to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral)designate; and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment;
(v) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)Subsidiary;
(vi) send requests for verification of Rights to Payment to the customers or other obligors of any Grantorthe Subsidiary;
(vii) contact, or direct any Grantor the Subsidiary to contact, all account debtors and other obligors on the Rights to Payment and instruct such account debtors and other obligors to make all payments directly to the Agent;
(viii) assert, adjust, xxx for, compromise or release any claims under any policies of insurance;
(ix) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with BofA or any other bank, financial institution or other Person;
(x) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Agent;
(xi) 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 Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xii) execute any and all applications, documents, papers and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue any
Appears in 1 contract
Authorization; Agent Appointed Attorney-in-Fact. The In addition to (and not in limitation of) any other right or remedy provided to the Administrative Agent hereunder, the Administrative Agent shall have the right to, in the name of any Grantor, or in the name of the Administrative Agent or otherwise, without notice to or assent by any such Grantor, and each Grantor hereby constitutes and appoints the Administrative Agent (and any of the Administrative Agent's ’s officers or employees or agents designated by the Administrative Agent) as such Grantor's ’s true and lawful attorney-in-fact, with full power and authority to:
(ia) sign file any of the financing statements which must be executed or filed to perfect or continue perfected, maintain the priority of of, or provide notice of of, the Administrative Agent's security interest ’s Lien in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(iib) 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;
(iiic) 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;
(ivd) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any such Grantor to such address as the Administrative Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral)designate; and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to PaymentPayment of such Grantor;
(ve) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)Grantor;
(vif) send requests for verification of Rights to Payment to the customers or other obligors of any such Grantor;
(viig) contact, or direct any such Grantor to contact, all account debtors and other obligors on the Rights to Payment of such Grantor and instruct such account debtors and other obligors to make all payments directly to the Administrative Agent;
(viiih) assert, adjust, xxx for, compromise or release any claims under any policies of insurance;
(ixi) exercise dominion and control over, and refuse to permit further withdrawals from, any Deposit Accounts of such Grantor maintained with BofA the Administrative Agent, any Lender or any other bank, financial institution or other Person, in each case other than any Excluded Accounts;
(xj) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment of such Grantor to remit all amounts representing collections on the such Rights to Payment directly to the Administrative Agent;
(xik) execute any and all applications, documents, papers and instruments necessary for the Administrative Agent to use, transfer or otherwise exploit the Intellectual Property Collateral and grant or issue any exclusive or non-exclusive License with respect to any Intellectual Property Collateral;
(l) ask, demand, collect, receive and give acquittances and receipts for any and all Rights to PaymentPayment of such Grantor, 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 such Rights to Payment and other Collateral, and otherwise file any claimsClaims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Administrative Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Administrative Agent with respect to the Collateral;
(xiim) execute any and all applicationsendorsements, documents, papers assignments or other documents and instruments necessary for to sell, lease, assign, convey or otherwise transfer title in or dispose of the Collateral;
(n) execute and deliver to any securities intermediary or other Person any entitlement order or other notice, document or instrument which the Administrative Agent may deem necessary or advisable to use maintain, protect, realize upon and preserve the Intellectual Deposit Accounts and Investment Property of such Grantor constituting Collateral and grant the Administrative Agent’s security interest therein;
(o) commence and prosecute any and all suits, actions or issue anyproceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral;
(p) settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and
(q) use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of such Grantor, which the Administrative Agent may deem necessary or advisable to maintain, protect, realize upon and preserve the Collateral and the Administrative Agent’s security interest therein and to accomplish the purposes of this Agreement. The Administrative Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney, or any rights granted to the Administrative Agent, pursuant to clauses (b) through (q). The foregoing power of attorney is coupled with an interest and irrevocable so long as the Lenders have any Commitments or the Secured Obligations have not been paid and performed in full. Each Grantor hereby ratifies, to the extent permitted by Law, all that the Administrative Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.
Appears in 1 contract
Samples: Security Agreement (Establishment Labs Holdings Inc.)
Authorization; Agent Appointed Attorney-in-Fact. The Agent ----------------------------------------------- shall have the right to, in the name of any Grantorthe Company, or in the name of the Agent or otherwise, without notice to or assent by such Grantorthe Company, and each Grantor the Company hereby constitutes and appoints the Agent (and any of the Agent's officers or employees or agents designated by the Agent) as such Grantorthe Company's true and lawful attorney-in-fact, with full power and authority to:
(i) if the Company fails to do so promptly, sign any of the financing statements Financing Statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(ii) 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;
(iii) 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;
(iv) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral); and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment;
(v) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral);
(vi) send requests for verification of Rights to Payment to the customers or other obligors of any Grantorthe Company;
(viiv) contact, or direct any Grantor the Company to contact, all account debtors and other obligors on the Rights to Payment and instruct such account debtors and other obligors to make all payments directly to the Agent;
(viiivi) assert, adjust, xxx for, compromise or release any claims under any policies of insurance;
(ix) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with BofA or any other bank, financial institution or other Person;
(xvii) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Agent;
(xiviii) 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 Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xiiix) execute any and all applications, documents, papers and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue anyany exclusive or non-exclusive license or sublicense with respect to any Intellectual Property in connection with the exercise of the Agent's rights and remedies under Section 10;
(x) 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
(xi) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of the Company, which the Agent may deem necessary or advisable to (A) realize upon the Collateral, and (B) maintain, protect, and preserve the Collateral and the Agent's security interest therein and to accomplish the purposes of this Agreement. The Agent agrees that, except upon and after the occurrence and during the continuance of an Event of Default and while Loans are outstanding, it shall not exercise the power of attorney, or any rights granted to the Agent, pursuant to clauses (ii) through (x) and (xi)(A). The foregoing power of attorney is coupled with an interest and irrevocable so long as the Banks have any Commitments or the Secured Obligations have not been paid and performed in full. The Company hereby ratifies, to the extent permitted by law, all that the Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.
Appears in 1 contract
Authorization; Agent Appointed Attorney-in-Fact. The Agent ----------------------------------------------- shall have the right to, in the name of any Grantorthe Guarantor, or in the name of the Agent or otherwise, without notice to or assent by such Grantorthe Guarantor, and each Grantor the Guarantor hereby constitutes and appoints the Agent (and any of the Agent's officers or employees or agents designated by the Agent) as such Grantorthe Guarantor's true and lawful attorney-in-fact, with full power and authority to:
(i) if the Guarantor fails to do so promptly, sign any of the financing statements Financing Statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(ii) 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;
(iii) 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;
(iv) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral); and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment;
(v) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral);
(vi) send requests for verification of Rights to Payment to the customers or other obligors of any Grantorthe Guarantor;
(viiv) contact, or direct any Grantor the Guarantor to contact, all account debtors and other obligors on the Rights to Payment and instruct such account debtors and other obligors to make all payments directly to the Agent;
(viiivi) assert, adjust, xxx for, compromise or release any claims under any policies of insurance;
(ix) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with BofA or any other bank, financial institution or other Person;
(xvii) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Agent;
(xiviii) 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 FORM OF GUARANTOR SECURITY AGREEMENT G-10. file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xiiix) execute any and all applications, documents, papers and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue anyany exclusive or non-exclusive license or sublicense with respect to any Intellectual Property in connection with the exercise of the Agent's rights and remedies under Section 10;
(x) 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
(xi) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of the Guarantor, which the Agent may deem necessary or advisable to (A) realize upon the Collateral, and (B) maintain, protect, and preserve the Collateral and the Agent's security interest therein and to accomplish the purposes of this Agreement. The Agent agrees that, except upon and after the occurrence and during the continuance of an Event of Default and while Loans are outstanding, it shall not exercise the power of attorney, or any rights granted to the Agent, pursuant to clauses (ii) through (x) and (xi)(A). The foregoing power of attorney is coupled with an interest and irrevocable so long as the Banks have any Commitments or the Secured Obligations have not been paid and performed in full. The Guarantor hereby ratifies, to the extent permitted by law, all that the Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.
Appears in 1 contract
Authorization; Agent Appointed Attorney-in-Fact. The Agent shall ----------------------------------------------- have the right to, in the name of any the Grantor, or in the name of the Agent or otherwise, without notice to or assent by such the Grantor, and each the Grantor hereby constitutes and appoints the Agent (and any of the Agent's officers or officers, employees or agents designated by the Agent) as such the Grantor's true and lawful attorney-in-in- fact, with full power and authority to:
(i) sign any of the financing statements Financing Statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements Financing Statements by electronic means with or without a signature as authorized or required by applicable law or filing procedures;
(ii) 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;
(iii) 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;
(iv) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any the Grantor to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral); designate and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment;
(v) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)Grantor;
(vi) send requests for verification of Rights to Payment to the customers or other obligors of any the Grantor;
(vii) contact, or direct any the Grantor to contact, all account debtors and other obligors on the Rights to Payment and instruct such account debtors and other obligors to make all payments directly to the Agent;
(viii) assert, adjust, xxx for, compromise or release any claims under any policies of insurance;
(ix) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with BofA or any other bank, financial institution or other Person;
(x) the Agent; notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Agent;
(xi) 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 Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xii) execute any and all applications, documents, papers and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue any
Appears in 1 contract
Authorization; Agent Appointed Attorney-in-Fact. The Agent shall have the right to, in the name of any each Grantor, or in the name of the Agent or otherwise, without notice to or assent by such any Grantor, and each Grantor hereby constitutes and appoints the Agent (and any of the Agent's officers or employees or agents designated by the Agent) as such Grantor's true and lawful attorney-in-fact, with full power and authority (subject to the proviso below) to:
(i) sign any of the financing statements Financing Statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Agent's security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing proceduresCollateral;
(ii) 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;
(iii) sign and endorse any invoice or xxxx of bill xx 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;
(iv) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor to such address as the Agent may designated (provided that the -------- Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral); and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Paymentdesignate;
(v) receive, open and dispose of all mail addressed to any Grantor (provided that the Agent agrees it will promptly deliver over -------- to such Grantors any mail that does not relate to the Collateral)Grantor;
(vi) send requests for verification of Rights to Payment to the customers or other obligors of any Grantor;, and establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment; and
(vii) contact, or direct any Grantor to contact, (A) all account debtors and other obligors on the Rights to Payment and (B) any Person maintaining lockbox or similar arrangements for the payment of Rights of Payment, and instruct such account debtors and other obligors Persons to make all payments directly to the Agent;
(viii) assert, adjust, xxx forsue xxx, compromise or release any claims under any policies of insurance;
(ix) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with BofA the Agent, any Bank or any other bank, financial institution or other Person;
(x) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Agent;
(xi) 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 Agent or the Directing Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Agent with respect to the Collateral;
(xiixi) execute any and all applications, documents, papers and instruments necessary for the Agent to use the Intellectual Property Collateral and grant or issue anyany exclusive or non-exclusive license or sublicense with respect to any Intellectual Property Collateral;
(xii) 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;
(xiii) execute and deliver to any securities intermediary or other Person any entitlement order, Account Control Agreement or other notice, document or instrument which the Agent may deem necessary of advisable to maintain, protect, realize upon and preserve the Investment Property and the Agent's security interest therein; and
(xiv) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of the Grantors, which the Agent may deem necessary or advisable to maintain, protect, realize upon and preserve the Collateral and the Agent's security interest therein and, following a Default, to otherwise accomplish the purposes of this Agreement. The Agent agrees that, except upon and after the occurrence of a Default, it shall not exercise the power of attorney, or any rights granted to the Agent, pursuant to clauses (ii) through (xiii). The foregoing power of attorney is coupled with an interest and irrevocable so long as the Banks have any Commitments or the Secured Obligations have not been paid and performed in full. Each Grantor hereby ratifies, to the extent permitted by law, all that the Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.
Appears in 1 contract
