Collateral Agent Appointed Attorney-in-Fact. Each Guarantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant Guarantor, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to 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; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 5 contracts
Samples: Guarantee and Pledge Agreement, Guarantee and Pledge Agreement (Cbre Group, Inc.), Credit Agreement (Cbre Group, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Grantor hereby appoints the Collateral Agent the as its attorney-in-fact of such Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor the Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of the Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (ef) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor the Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 4 contracts
Samples: Collateral Agreement, Collateral Agreement (Level 3 Communications Inc), Collateral Agreement (Level 3 Communications Inc)
Collateral Agent Appointed Attorney-in-Fact. (a) Each Guarantor Grantor hereby appoints the Collateral Agent the true and lawful attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of a Cash Dominion Period, subject to Section 3.04(b), a Qualified Cash Trigger Period or an Event of Default, as applicable, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, subject to the Intercreditor Agreement, (i) upon the occurrence and during the continuance of an a Cash Dominion Period, subject to Section 3.04(b), a Qualified Cash Trigger Period and (unless a Bankruptcy Event of Default has occurred and is continuing, in which case no such notice shall be required) upon and after delivery of notice by the Collateral Agent to the relevant GuarantorBorrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to take actions required to be taken by the Grantors under Article V of this Agreement; and (b) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (bii) subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default and (unless a Bankruptcy Event of Default has occurred and is continuing, in which case no such notice shall be required) delivery of notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (b) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (c) to send verifications of Accounts to any Account Debtor; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (f) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent or to a Collateral Account and adjust, settle or compromise the amount of payment of any Account or related contracts; (g) to make, settle and adjust claims in respect of Collateral under policies of insurance and to endorse the name of such Grantor on any check, draft, instrument or any other item of payment with respect to the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
Appears in 4 contracts
Samples: Security Agreement (Chinos Holdings, Inc.), Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting Subject to the generality of the foregoingIntercreditor Agreements, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral, (e) to send verifications of Accounts to any Account Debtor, (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; Collateral and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Indenture Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 4 contracts
Samples: Collateral Agreement, Collateral Agreement (Claires Stores Inc), Intercreditor Agreement (Claires Stores Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, provided that the Collateral Agent shall only take any action pursuant to such appointment upon the occurrence and during the continuation of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or therefor any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 3 contracts
Samples: Pledge Agreement (Crown Holdings Inc), Shared Pledge Agreement (Crown Holdings Inc), Shared Pledge Agreement (Crown Holdings Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided that the Collateral Agent agrees not exercise such power except upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any applicable Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or or, except as otherwise provided herein, to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 3 contracts
Samples: Credit Agreement (Jafra Cosmetics International Sa De Cv), Pledge Agreement (Dirsamex Sa De Cv), Pledge Agreement (Jafra Cosmetics International Sa De Cv)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Collateral Agent; and (ei) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 3 contracts
Samples: Collateral Agreement (Verso Paper Holdings LLC), Collateral Agreement (Verso Paper LLC), Joinder Agreement (Verso Paper Corp.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after and notice by the Collateral Agent to the relevant GuarantorBorrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to 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; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductmisconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
Appears in 3 contracts
Samples: Credit Agreement (Orbitz Worldwide, Inc.), Credit Agreement (Team Health Holdings Inc.), Intellectual Property Security Agreement (Encore Medical, L.P.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Loan Party hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofLoan Party, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Loan Party, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Loan Party on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of accounts receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Loan Party to notify, any Account Debtor to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them hereinherein (if any), and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Loan Party for any act or failure to act hereunder, except for their own gross negligence negligence, willful misconduct or wilful misconductbad faith.
Appears in 3 contracts
Samples: Credit Agreement (PharMerica CORP), Guarantee and Collateral Agreement (PharMerica CORP), Guarantee and Collateral Agreement (PharMerica CORP)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable upon the occurrence and during the continuance of an Event of Default to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and , (eg) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposespurposes and (i) upon the occurrence and during the continuance of any Event of Default, to file any Notices of Assignment pursuant to Section 5.01 hereof; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, willful misconduct or wilful misconductbad faith.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Sportsman's Warehouse Holdings, Inc.), Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Guarantee and Collateral Agreement (Sportsmans Warehouse Holdings Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein in this Agreement contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them hereinin this Agreement, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 3 contracts
Samples: Collateral Agreement (Us Oncology Corporate Inc), Guarantee and Collateral Agreement (US Oncology Holdings, Inc.), Guarantee and Collateral Agreement (St. Louis Pharmaceutical Services, LLC)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver sue xxx, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 3 contracts
Samples: Intercreditor Agreement (Hechinger Co), Security Agreement (Hechinger Co), Credit Agreement (SCG Holding Corp)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interestinterest provided that the Collateral Agent shall only take any action pursuant to such appointment upon the occurrence and during the continuation of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or therefor any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 3 contracts
Samples: Pledge Agreement (Crown Holdings Inc), Bank Pledge Agreement (Crown Holdings Inc), Bank Pledge Agreement (Crown Holdings Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, provided that the Collateral Agent shall only take any action pursuant to such appointment upon the occurrence and during the continuation of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver sxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Securities Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Securities Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Securities Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence negligence, willful misconduct or wilful misconductbad faith.
Appears in 3 contracts
Samples: Pledge Agreement (Solutia Inc), Pledge Agreement (Solutia Inc), Pledge Agreement (Solutia Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent (acting at the written direction of the Required Lenders) may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral, (e) to send verifications of Accounts to any Account Debtor, (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; Collateral and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Each Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 3 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor -------------------------------------------- hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring -------- ------- or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 3 contracts
Samples: Credit Agreement (Western Auto Supply Co/), Pledge Agreement (Advance Stores Co Inc), Pledge Agreement (Laralev Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant Guarantor, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Guarantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Guarantor to notify, Account Debtors to make payment directly to the Collateral Agent and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Guarantee and Pledge Agreement (Cb Richard Ellis Group Inc), Guarantee and Pledge Agreement (Cb Richard Ellis Group Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Subject to Gaming Laws, each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) the applicable Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Nevada Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the applicable Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Nevada Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Nevada Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor the Pledgors for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Pledge Agreement (Colonial Downs, LLC), Pledge Agreement (Colonial Downs, LLC)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Upon the occurrence and during the continuation of an Event of Default, each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable for the term of this Agreement and coupled with an interest; provided, however, that notwithstanding the preceding each Grantor hereby immediately appoints the Collateral Agent as the attorney-in-fact of such Grantor for the purpose of perfecting any security interest created hereunder. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; , (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, wilful misconduct or wilful misconductbad faith.
Appears in 2 contracts
Samples: First Lien Guarantee and Collateral Agreement (Itc Deltacom Inc), Second Lien Guarantee and Collateral Agreement (Itc Deltacom Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Assignment and Assumption (Fleetcor Technologies Inc), Guarantee and Collateral Agreement (Interline Brands, Inc./De)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon (a) Upon the occurrence and during the continuance of an Event of Default after notice or Trigger Event, subject to the relevant GuarantorPledgor's rights under Section 7 hereof, the Pledgor hereby appoints the Collateral Agent as the Pledgor's attorney-in-fact, with full power authority in the place and stead of substitution either the Pledgor and in the name of the Pledgor or otherwise (i) to exercise all voting, consent other rights related to the Collateral and (ii) from time to time in the Collateral Agent’s name 's discretion, to take any action and to execute any instrument which the Collateral Agent may deem necessary or in the name of such Guarantor (a) advisable to enforce its rights under this Agreement, including, without limitation, authority to receive, endorseendorse and collect all instruments made payable to the Pledgor representing any distribution, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders interest payment or other evidences payment in respect of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to 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; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, thereof and to give full discharge for the same. The Pledgor hereby ratifies all that such attorney shall lawfully do all other acts or cause to be done by virtue hereof. This power of attorney is coupled with an interest and things necessary to carry out shall be irrevocable for the purposes term of this Agreement. Nevertheless, as fully the Pledgor shall, if so requested by the Collateral Agent, ratify and completely as though confirm all that the Collateral Agent were shall lawfully do or cause to be done by virtue hereof as the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent Pledgor's attorney-in-fact by executing and delivering to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to such other Person as the Collateral or any part thereof or Agent shall direct, all documents and instruments as may be necessary or, in the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result judgment of the exercise of the powers granted to them hereinCollateral Agent, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor advisable for any act or failure to act hereunder, except for their own gross negligence or wilful misconductsuch purpose.
Appears in 2 contracts
Samples: Stock Pledge and Security Agreement (Panda Interfunding Corp), Stock Pledge and Security Agreement (Panda Interfunding Corp)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after and (unless a Bankruptcy Event of Default has occurred and is continuing) delivery of notice by the Collateral Agent to the relevant GuarantorBorrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (b) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (c) to send verifications of Accounts to any Account Debtor; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (f) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent or to a Collateral Account and adjust, settle or compromise the amount of payment of any Account; and (eg) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
Appears in 2 contracts
Samples: Security Agreement (Apria Healthcare Group Inc), Security Agreement (Ahny-Iv LLC)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct. For the avoidance of doubt, for purposes of this Section 7.15, the term “Collateral” shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations.
Appears in 2 contracts
Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc), Collateral Agreement (American Axle & Manufacturing Holdings Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Collateral Agent; and (ei) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall Affinion – Amended and Restated Guarantee and Collateral Agreement be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Affinion Group, Inc.), Guarantee and Collateral Agreement (Affinion Group, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct. The Collateral Agent agrees not to exercise the power of attorney provided for in this Section 7.07 unless an Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Credit Agreement (Ryan's Restaurant Leasing Company, LLC), Guarantee and Collateral Agreement (Ryan's Restaurant Leasing Company, LLC)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor (a) The Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor the Pledgor for the purpose purposes of carrying out the provisions of this Agreement and or taking any action and or executing any instrument that which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, however, that the Collateral Agent shall not exercise any of the aforementioned (or hereafter mentioned in this paragraph) rights unless an Event of Default shall have occurred and is continuing, and any such exercise by the Collateral Agent in violation of this proviso shall be null and void. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) the Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmonies due or to become due under or by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders or other evidences of payment relating payable to the Pledgor constituting Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys monies due or to become due in respect thereof or any property covered thereby. The , and no action taken by the Collateral Agent and or omitted to be taken with respect to the other Secured Parties Collateral or any part thereof shall be accountable only for amounts actually received as a result give rise to any defense, counterclaim or offset in favor of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees Pledgor or agents shall be responsible to any Guarantor for any act claim or failure to act hereunder, except for their own gross negligence or wilful misconductaction against the Collateral Agent.
Appears in 2 contracts
Samples: Pledge Agreement (Allegheny Energy, Inc), Pledge Agreement (Allegheny Energy, Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor of the Pledgors and Grantors hereby appoints appoint the Collateral Agent the attorney-in-fact of such Guarantor Pledgor or such Grantor, as applicable, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interestinterest (it being understood that no rights shall be exercised under such power of attorney unless an Event of Default has occurred and is continuing). Without limiting the generality of the foregoing, subject to applicable Requirements of Law, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor or such Grantor, as applicable, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor or any Grantor, as applicable, on any invoice or bill of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Pledgor or Grantor, as applicable, to notify, Account Debtors to make payment directly to the Collateral Agent; and (ei) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor or any Grantor for any act or failure to act hereunder, except for their own or their Related Parties’ gross negligence negligence, bad faith or wilful willful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, but which shall only be exercised by the Collateral Agent if and when an Event of Default shall have occurred and is continuing. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to 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; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or wilful willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Blockbuster Inc), Guarantee and Collateral Agreement (Blockbuster Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Symbol Technologies Inc), Collateral and Guarantee Agreement (Healthsouth Corp)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor hereby appoints Upon the Collateral Agent occurrence and during the attorney-in-fact continuation of such Guarantor for the purpose an Event of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoingDefault, the Collateral Agent shall have the right, upon as the occurrence true and during lawful attorney-in-fact and agent of Holdings and the continuance of an Event of Default after notice to the relevant GuarantorUS Borrower, with full power of substitution either for Holdings and the US Borrower and in Holdings’s and the US Borrower’s name, the Collateral Agent’s name or in otherwise for the name use and benefit of such Guarantor the Collateral Agent (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral Assigned Contracts or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the CollateralAssigned Contracts; (c) to sign the name of Holdings and the US Borrower on any invoice or bxxx of lading relating to any of the Assigned Contracts; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Assigned Contracts or to enforce any rights in respect of any CollateralAssigned Contracts; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the CollateralAssigned Contracts; and (ef) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the CollateralAssigned Contracts, and to do all other acts and things necessary to carry out the purposes of this AgreementCollateral Assignment, as fully and completely as though the Collateral Agent were Holdings and/or the absolute owner of US Borrower, as applicable, named in the Collateral for all purposesAssigned Contracts; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral AgentAgent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral Assigned Contracts or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any other Secured Party with respect to the Assigned Contracts or any part thereof shall give rise to any defense, counterclaim or offset in favor of Holdings or the US Borrower or to any claim or action against the Collateral Agent or any other Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of Holdings and the US Borrower for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section 6 shall in no event relieve Holdings or the US Borrower of any of its obligations hereunder or under the other Credit Documents with respect to the Assigned Contracts or any part thereof or impose any obligation on the Collateral Agent and the or any other Secured Parties Party to proceed in any particular manner with respect to the Assigned Contracts or any part thereof, or in any way limit the exercise by the Collateral Agent or any other Secured Party of any other or further right that it may have on the date of this Collateral Assignment or hereafter, whether hereunder, under any other Credit Document, by law or otherwise. Any sale pursuant to the provisions of this Section 6 shall be accountable only for amounts actually received deemed to conform to the commercially reasonable standards as a result provided in Section 9-610(b) of the exercise Uniform Commercial Code as from time to time in effect in the State of the powers granted to them herein, and neither they nor their officers, directors, employees New York or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductits equivalent in other jurisdictions.
Appears in 2 contracts
Samples: Lease Agreement (Compass Minerals International Inc), Compass Minerals International Inc
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver sue for, collect, receive and give acquittance for any and all notesmoneys xxx or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Memc Electronic Materials Inc), Reimbursement Agreement (Memc Electronic Materials Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until the termination of the Credit Agreement) and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after and notice by the Collateral Agent to the relevant GuarantorBorrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to 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; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductmisconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
Appears in 2 contracts
Samples: Intellectual Property Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateralsame; PROVIDED, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, howeverHOWEVER, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Pledge Agreement (Wright Medical Group Inc), Pledge Agreement (Citadel Broadcasting Co)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of the Indenture and any Additional Pari Passu Agreement, each in accordance with the terms thereof) and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after and notice by the Collateral Agent to the relevant GuarantorIssuer of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or Mortgaged Property or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the CollateralCollateral or Mortgaged Property; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral or Mortgaged Property; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or Mortgaged Property or to enforce any rights in respect of any CollateralCollateral or Mortgaged Property; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the CollateralCollateral or Mortgaged Property; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the CollateralCollateral or Mortgaged Property, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral or Mortgaged Property for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or Mortgaged Property or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
Appears in 2 contracts
Samples: Second Lien Security Agreement, Second Lien Security Agreement (Heinz H J Co)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact fact) of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after and notice by the Collateral Agent to the relevant Guarantorapplicable Grantor of the Collateral Agent’s intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the CollateralCollateral or Mortgaged Property; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral or Mortgaged Property; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law Law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or Mortgaged Property or to enforce any rights in respect of any CollateralCollateral or Mortgaged Property; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the CollateralCollateral or Mortgaged Property; (g) to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; (h) to make, settle and adjust claims in respect of Article 9 Collateral or Mortgaged Property under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance; (i) to make all determinations and decisions with respect thereto; (j) to obtain or maintain the policies of insurance required by Section 6.07 of the Credit Agreement or paying any premium in whole or in part relating thereto; and (ek) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the CollateralCollateral or Mortgaged Property, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral or Mortgaged Property for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or Mortgaged Property or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith, or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable by the Grantors to the Collateral Agent to the extent contemplated by Section 10.04 of the Credit Agreement and shall be additional Secured Obligations secured hereby.
Appears in 2 contracts
Samples: Security Agreement (Gates Global Inc.), Security Agreement (St. Augustine Real Estate Holding LLC)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof following the occurrence and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; , (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, willful misconduct or wilful misconductbad faith.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (TRM Corp), Guarantee and Collateral Agreement (Clearlake Capital Partners, LLC)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Guarantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (ei) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.actually
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (TRW Automotive Inc), Guarantee and Collateral Agreement (TRW Automotive Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Limited Brands Inc), Credit Agreement (Limited Brands Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor hereby Pledgor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Pledgor's true and lawful agent and attorney-in-fact of fact, and in such Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, capacity the Collateral Agent shall have the right, with power of substitution for each Pledgor and in each Pledgor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default after notice Default, to the relevant Guarantorask for, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) to receivedemand, endorsexxx for, assign and/or deliver collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Pledge Agreement (Century Maintenance Supply Inc), Pledge Agreement (Hudson Respiratory Care Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Parent hereby appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as Parent’s true and lawful agent (and the attorney-in-fact of such Guarantor fact) for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Parent (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law Law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to endorse the name of Parent on any check, draft, instrument or other item of payment representing or included in the Pledged Collateral; (f) to make all determinations and decisions with respect thereto; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Parent for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith, or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final nonappealable judgment of a court of competent jurisdiction. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by Parent to the Collateral Agent and shall be additional Secured Obligations secured hereby.
Appears in 2 contracts
Samples: Security Agreement (Vivint Solar, Inc.), Security Agreement (Vivint Solar, Inc.)
Collateral Agent Appointed Attorney-in-Fact. (a) Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.), Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Loan Party hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Loan Party for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Loan Party (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Loan Party on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Loan Party to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Loan Party for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or wilful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (CHG Healthcare Services, Inc.), Guarantee and Collateral Agreement (Spectrum Brands, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent (acting at the written direction of Required Lenders) may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral, (e) to send verifications of Accounts to any Account Debtor, (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; Collateral and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Each Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 2 contracts
Samples: Intercreditor Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Grantor and Guarantor hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor and Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor and Guarantor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Grantor or Guarantor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Grantor or Guarantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (ei) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal Guarantee and Collateral Agreement with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Each of the Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received by it as a result of the exercise of the powers granted to them herein, and neither they nor their respective officers, directors, employees or agents shall be responsible to any Grantor or Guarantor for any act or failure to act hereunder, except for their except, respectively, to the extent of its own gross negligence or wilful willful misconduct. Notwithstanding anything to the contrary in this Section 7.06, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.06 unless (x) an Event of Default shall have occurred and be continuing or (y) such rights under this power of attorney are exercised to take any action necessary to secure the validity, perfection or priority of the Liens on the Collateral.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Crestwood Midstream Partners LP), Guarantee and Collateral Agreement (Crestwood Midstream Partners LP)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable until this Agreement is terminated and is coupled with an interest. Without limiting the generality of the foregoing, the The Collateral Agent shall shall, on prior notice to each Grantor, have the right, upon after the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (ei) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, willful misconduct or wilful misconductbad faith.
Appears in 2 contracts
Samples: Security Agreement (NXT-Id, Inc.), Security Agreement (NXT-Id, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice (and following the Discharge (as defined in the ABL Intercreditor Agreement) of Notes Obligations with respect to the relevant GuarantorNotes Priority Collateral), with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor, (ai) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (bii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ciii) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (iv) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (v) to send verifications of Accounts to any Account Debtor; (vi) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dvii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (vii) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eix) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 2 contracts
Samples: Collateral Agreement, Collateral Agreement (Momentive Specialty Chemicals Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided that, unless otherwise provided for herein, such power of attorney may only be exercised upon the occurrence of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property.
Appears in 2 contracts
Samples: Security Agreement (Shea Homes Limited Partnership), Security Agreement (Vistancia Marketing, LLC)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor hereby appoints Upon the Collateral Agent occurrence and during the attorney-in-fact continuation of such Guarantor for the purpose an Event of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoingDefault, the Collateral Agent shall have the right, upon as the occurrence true and during lawful attorney-in-fact and agent of Holdings and the continuance of an Event of Default after notice to the relevant GuarantorUS Borrower, with full power of substitution either for Holdings and the US Borrower and in Holdings’s and the US Borrower’s name, the Collateral Agent’s name or in otherwise for the name use and benefit of such Guarantor the Collateral Agent (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral Assigned Contracts or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the CollateralAssigned Contracts; (c) to sign the name of Holdings and the US Borrower on any invoice or xxxx of lading relating to any of the Assigned Contracts; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Assigned Contracts or to enforce any rights in respect of any CollateralAssigned Contracts; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the CollateralAssigned Contracts; and (ef) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the CollateralAssigned Contracts, and to do all other acts and things necessary to carry out the purposes of this AgreementCollateral Assignment, as fully and completely as though the Collateral Agent were Holdings and/or the absolute owner of US Borrower, as applicable, named in the Collateral for all purposesAssigned Contracts; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral AgentAgent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral Assigned Contracts or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any other Secured Party with respect to the Assigned Contracts or any part thereof shall give rise to any defense, counterclaim or offset in favor of Holdings or the US Borrower or to any claim or action against the Collateral Agent or any other Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of Holdings and the US Borrower for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section 6 shall in no event relieve Holdings or the US Borrower of any of its obligations hereunder or under the other Credit Documents with respect to the Assigned Contracts or any part thereof or impose any obligation on the Collateral Agent and the or any other Secured Parties Party to proceed in any particular manner with respect to the Assigned Contracts or any part thereof, or in any way limit the exercise by the Collateral Agent or any other Secured Party of any other or further right that it may have on the date of this Collateral Assignment or hereafter, whether hereunder, under any other Credit Document, by law or otherwise. Any sale pursuant to the provisions of this Section 6 shall be accountable only for amounts actually received deemed to conform to the commercially reasonable standards as a result provided in Section 9-610(b) of the exercise Uniform Commercial Code as from time to time in effect in the State of the powers granted to them herein, and neither they nor their officers, directors, employees New York or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductits equivalent in other jurisdictions.
Appears in 2 contracts
Samples: Lease Agreement (Compass Minerals International Inc), Lease Agreement (Compass Minerals International Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to following the relevant GuarantorDischarge of Senior Lender Claims, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise otherwise, realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 2 contracts
Samples: Collateral Agreement, Second Lien Collateral Agreement (Momentive Performance Materials Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and, only upon the occurrence and during the continuance of an Event of Default, taking any action and executing any instrument that the Collateral Agent may deem necessary for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable irrevocable, and coupled with an interest, until the termination of the Guarantees made hereunder, the Security Interest and all other security interests granted hereby or the release of such Grantor from its obligations hereunder, in each case in accordance with Section 7.12. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor: (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) after giving five Business Days’ prior written notice to such Grantor, to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) after giving five Business Days’ prior written notice to such Grantor, to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) after giving five Business Days’ prior written notice to such Grantor, to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents Related Parties shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own (or their Related Parties’) gross negligence or wilful misconduct., as determined by a court of competent jurisdiction in a final and non-appealable judgment. Exhibit F to Credit Agreement
Appears in 2 contracts
Samples: Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor (a)Each Grantor hereby appoints the Collateral Agent the true and lawful attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and (unless a Bankruptcy Event of Default has occurred and is continuing, in which case no such notice shall be required) upon and after delivery of notice by the Collateral Agent to the relevant GuarantorIssuers of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (ai) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (bii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ciii) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (iv) to send verifications of Accounts to any Account Debtor; (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dvi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (vii) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent and adjust, settle or compromise the amount of payment of any Account or related contracts; (viii) to make, settle and adjust claims in respect of Collateral under policies of insurance and to endorse the name of such Grantor on any check, draft, instrument or any other item of payment with respect to the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; and (eix) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
Appears in 2 contracts
Samples: Security Agreement (J Crew Group Inc), Security Agreement (J Crew Group Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-and any officer or agent thereof, as its true and lawful agent and attorney in fact of such Guarantor for the purpose of carrying out the provisions of this Guaranty and Security Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without , and without limiting the generality of the foregoing, the Collateral Agent shall have the right, with power of substitution for such Grantor and in such Grantor’s name or otherwise, for the use and benefit of the Collateral Agent and the other Secured Parties, upon the occurrence and during the continuance of an Event of Default after notice to and at such other time or times permitted by the relevant GuarantorSecured Transaction Documents, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (ai) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral owned or held by it or on its behalf or any part thereof; (bii) to demand, collect, receive payment of, give receipt for for, and give discharges and releases of all or of, any of the such Collateral; (ciii) to sign the name of such U.S. Grantor on any invoice or xxxx of lading relating to any of such Collateral; (iv) to send verifications of Receivables owned or held by it or on its behalf to any Account Debtor; (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral owned or held by it or on its behalf or to enforce any rights in respect of any of such Collateral; (dvi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the such Collateral; (vii) to notify, or to require such U.S. Grantor to notify, Account Debtors and other obligors to make payment directly to the Collateral Agent, and (eviii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the such Collateral, and to do all other acts and things necessary to carry out the purposes of this Guaranty and Security Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the such Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral AgentAgent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to any of the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any other Secured Party with respect to any of the Collateral shall give rise to any defense, counterclaim or offset in favor of such Grantor or to any claim or action against the Collateral Agent or any other Secured Party. The Collateral Agent and provisions of this Article shall in no event relieve any Grantor of any of its obligations hereunder or under the other Secured Parties Transaction Documents with respect to any of the Collateral or impose any obligation on the Collateral Agent or any other Secured Party to proceed in any particular manner with respect to any of the Collateral, or in any way limit the exercise by the Collateral Agent or any other Secured Party of any other or further right that it may have on the date of this Guaranty and Security Agreement or hereafter, whether hereunder, under any other Secured Transaction Document, by law or otherwise. Any sale pursuant to the provisions of this paragraph shall be accountable only for amounts actually received deemed to conform to the commercially reasonable standards as a result provided in Part 6 of Article 9 of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductUCC.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Vyyo Inc), Guaranty and Security Agreement (Vyyo Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after and notice by the Collateral Agent to the relevant GuarantorU.S. Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to 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; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
Appears in 2 contracts
Samples: Intellectual Property Security Agreement (Nielsen Holdings B.V.), Intellectual Property Security Agreement (Global Media USA, LLC)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent as the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Guarantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (ei) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.), Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 5.13) and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default after and written notice by the Collateral Agent to the relevant GuarantorHoldings of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) upon prior written notice to Holdings, to send verifications of accounts receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and , (eg) upon prior written notice to Holdings, to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary necessary, in each case, with respect to the use, licensing or sublicensing of Intellectual Property, subject to Section 4.04 of this Agreement, as applicable, to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposespurposes and (i) to make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents Related Parties shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or wilful misconductwillful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
Appears in 2 contracts
Samples: Collateral Agreement (Graftech International LTD), Collateral Agreement (Graftech International LTD)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after and written notice by the Collateral Agent to the relevant Guarantorapplicable Grantor of the Collateral Agent’s intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts constituting Collateral to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law 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; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment on account of Collateral directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith, or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction.
Appears in 2 contracts
Samples: Security Agreement (PF2 SpinCo, Inc.), Security Agreement (Change Healthcare Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Guarantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (ei) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Nalco Energy Services Equatorial Guinea LLC), Guarantee and Collateral Agreement (Foundation Coal Holdings, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided that the Collateral Agent shall only take any action pursuant to such appointment upon the occurrence and during the continuation of an Event of Default. Without limiting the generality of the foregoing, subject to the provisions of Section 6, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver sue for, collect, receive and give acquittance for any and all notesmoneys xxe or to become due under and by virtue of any Securities Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Securities Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Securities Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 2 contracts
Samples: Pledge Agreement (Consolidated Communications Illinois Holdings, Inc.), Pledge Agreement (Consolidated Communications Texas Holdings, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the true and lawful attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after the occurrence and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and upon and after delivery of notice by the Collateral Agent to the relevant GuarantorBorrower of its intent to exercise such rights (unless a Bankruptcy Event of Default has occurred and is continuing, in which case no such notice shall be required), with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor: (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts or Payment Intangibles to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent and adjust, settle or compromise the amount of payment of any Account or Payment Intangible; (h) to make, settle and adjust claims in respect of Collateral under policies of insurance and to endorse the name of such Grantor on any check, draft, instrument or any other item of payment with respect to the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; and (ei) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officersnone of the Collateral Agent, directors, employees any other Secured Party or agents any Related Party of any of the foregoing shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their its own gross negligence negligence, bad faith or wilful misconductwillful misconduct or that of any of its Related Parties or a material breach by it or any of its Related Parties of its express obligations under this Agreement (in each case, as determined by the final non-appealable judgment of a court of competent jurisdiction).
Appears in 2 contracts
Samples: Pledge and Security Agreement (Entegris Inc), Pledge and Security Agreement (Entegris Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor and each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor or Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable (unless and until this Agreement is terminated, in which case such power-of- attorney shall be revoked automatically without further action by any party) and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor or Pledgor (a) in the case of a Grantor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Security Agreement Collateral or any part thereof; (bii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Security Agreement Collateral; (ciii) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Security Agreement Collateral; (iv) to send verifications of Accounts to any Account Debtor; (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Security Agreement Collateral or to enforce any rights in respect of any Security Agreement Collateral; (dvi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Security Agreement Collateral; (vii) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eviii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Security Agreement Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Security Agreement Collateral for all purposes; providedand (b) in the case of a Pledgor (i) to ask for, howeverdemand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (ii) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge of the same; (iii) to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto; and (iv) to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor or Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Lease Agreement (Compass Minerals International Inc), Lease Agreement (Compass Minerals International Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents Related Parties shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own bad faith, gross negligence or wilful misconductwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment).
Appears in 2 contracts
Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; , (g) to notify, or to require any Pledgor to notify, Account Debtors to make payment directly to the Collateral Agent and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Trimas Corp), Credit Agreement (Trimas Corp)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interestinterest provided that the Collateral Agent shall only take any action pursuant to such appointment upon the occurrence and during the continuation of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver sxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or therefor any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 2 contracts
Samples: Pledge Agreement (Constar International Inc), Pledge Agreement (Constar Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Subject to the Intercreditor Agreements, each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this AgreementAgreement (in accordance with its terms), as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 2 contracts
Samples: Junior Priority (Domus Holdings Corp), Collateral Agreement (Realogy Corp)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; , (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, wilful misconduct or wilful misconductbad faith. The foregoing powers of attorney being coupled with an interest, are irrevocable until the Security Interest shall have terminated in accordance with the terms hereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Hawkeye Holdings, Inc.), Intercreditor Agreement (Hawkeye Holdings, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 2 contracts
Samples: Pledge Agreement (Memc Electronic Materials Inc), Pledge Agreement (Memc Electronic Materials Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor From and after the occurrence and during the existence of an Event of Default, each of the Pledgors hereby constitutes and appoints the Collateral Agent as the attorney-in-fact of such Guarantor Pledgor with full power of substitution either in the Collateral Agent's name or in the name of such Pledgor to do any of the following with respect to any Securities and the related Pledged Collateral as to which the Effective Date has occurred: (a) to perform any obligation of such Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Collateral Agent's security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the purpose payment of carrying money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and taking to take any action and executing execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence to do all acts and during the continuance of an Event of Default after notice to the relevant Guarantor, with full power of substitution either in the Collateral Agent’s name or things and execute all documents in the name of such Guarantor (a) to receivePledgor or otherwise, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to 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; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though deemed by the Collateral Agent were as necessary, proper and convenient in connection with the absolute owner preservation, perfection or enforcement of the Collateral for all purposes; provided, however, that nothing its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentit, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Collateral Agent or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Collateral Agent. The Collateral Agent power or attorney granted herein is irrevocable and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductcoupled with an interest.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; , (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, willful misconduct or wilful misconductbad faith.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, hereof at any time after and during the continuance of an Event of Default which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, right upon the occurrence and during the continuance of an Event of Default after and (unless a Bankruptcy Event of Default has occurred and is continuing) delivery of notice by the Collateral Agent to the relevant GuarantorBorrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (b) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (c) to send verifications of Accounts to any Account Debtor; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (f) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent or to a Collateral Account and adjust, settle or compromise the amount of payment of any Account; and (eg) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
Appears in 1 contract
Samples: Assignment and Assumption (Performance Food Group Co)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Pledgor hereby constitutes and appoints the Collateral Agent as the attorney-in-fact of such Guarantor the Pledgor with full power of substitution either in the Collateral Agent's name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Collateral Agent's security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the purpose payment of carrying money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and taking to take any action and executing execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence to do all acts and during the continuance of an Event of Default after notice to the relevant Guarantor, with full power of substitution either in the Collateral Agent’s name or things and execute all documents in the name of such Guarantor (a) to receivethe Pledgor or otherwise, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to 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; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though deemed by the Collateral Agent were as necessary, proper and convenient in connection with the absolute owner preservation, perfection or enforcement of the Collateral for all purposes; provided, however, that nothing its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentit, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Collateral Agent or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Pledgor or to any claim or action against the Collateral Agent. The Collateral Agent power or attorney granted herein is irrevocable and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductcoupled with an interest.
Appears in 1 contract
Samples: Pledge Agreement (Gold Kist Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may in its reasonable judgment deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver sue for, collect, receive and give acquittance for any xxd all moneys due or to become due under and all notesby virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Pledge Agreement (J Crew Group Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Grantor ------------------------------------------- hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor the Grantor, with power of substitution and in the Grantor's name or otherwise, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the rightincluding, upon the occurrence and during the continuance of an Event of Default after notice Default, the power to the relevant Guarantor, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) to - receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and - give discharges and releases of all or any of the Collateral; (c) to 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; (d) to - settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, - pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, -------- however, that nothing herein contained shall be construed as requiring or ------- obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The , and no action taken or omitted to be taken by the Collateral Agent and with respect to the other Secured Parties Collateral or any part thereof shall be accountable only for amounts actually received as a result give rise to any defense, counterclaim or offset in favor of the exercise Grantor or to any claim or action against the Collateral Agent other than any such matter to the extent arising out of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductwillful misconduct of the Collateral Agent. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantor for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve the Grantor of any of its obligations hereunder or under any Mortgage with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, by law or otherwise; provided, -------- however, that the Collateral Agent's sole duty with respect to the custody, ------- safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account.
Appears in 1 contract
Samples: Collateral and Security Agreement (CDW Holding Corp)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquit tance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral Collat eral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Pledge Agreement (Catalytica Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor the Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor the Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of the Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require the Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor the Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Shared Collateral Agreement (Hawaiian Telcom Communications, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Pledgor hereby appoints the Collateral Agent as its the attorney-in-fact of such Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) the Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of the Italian Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Italian Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Italian Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor th e Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct. Notwithstanding anything to the contrary under this Agreement, the Collateral Agent shall have, hold and keep in custody the Italian Collateral exclusively for the ratable benefit of the Secured Parties and may not be deemed, under any circumstances, as holding, possessing or keeping in custody the Italian Collateral on behalf of the Pledgor."
Appears in 1 contract
Samples: Memc Electronic Materials Inc
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Parent hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor the Parent upon the occurrence and during the continuance of an Event of Default, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor the Parent, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; and (ef) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor the Parent for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor hereby Pledgor appoints the Collateral Agent the attorney-attorney- in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) any Pledgor, to receiveask for, endorsedemand, assign and/or deliver sue for, collect, receive and give acquittance for anx xnd all moneys due or to become due and under and by virtue of any and all notesCollateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to such Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with with, the same, and to exercise all rights of a shareholder, partner, member and manager (in each case upon election of the Collateral Agent) such as all voting, consent, managerial and other member and partnership rights, and to arrange for the transfer of all or any part of the CollateralPledged Collateral on the books of the applicable issuer, and partnership or limited liability company to do all other acts and things necessary to carry out the purposes name of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of or the Collateral for all purposesAgent's nominee; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Subject to the terms of the Intercreditor Agreement, each Pledgor hereby constitutes and appoints the Collateral Agent as the attorney-in-fact of such Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant Guarantor, Pledgor with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor to do any of the following upon the occurrence and during the continuance of an Event of Default at the direction of the Required Senior Lenders (hereinafter, as defined in the Intercreditor Agreement): (a) to receive, endorse, assign and/or deliver perform any and all notes, acceptances, checks, drafts, money orders obligation of such Pledgor hereunder in such Pledgor’s name or other evidences of payment relating to the Collateral or any part thereofotherwise; (b) to ask for, demand, xxx for, collect, receive payment ofreceive, give receipt for and give discharges acquittance for any and releases all moneys due or to become due under and by virtue of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral[reserved]; (d) to settleverify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, compromisedrafts, compoundorders and other instruments for the payment of money payable to such Pledgor, adjust representing any interest or defend any actions, suits dividend or proceedings relating to all other distribution payable in respect of the Pledged Collateral or any of part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, under the Pledged Collateral; and (eg) to use, sell, assign, transfer, pledge, make carry out the provisions of this Agreement and to take any agreement with respect action and execute any instrument which the Collateral Agent may deem reasonably necessary or advisable to or otherwise deal with all or any of accomplish the Collateralpurposes hereof, and to do all other acts and things necessary to carry out and execute all documents in the purposes name of this Agreementthe Pledgor or otherwise, as fully and completely as though deemed by the Collateral Agent were as reasonably necessary, proper and convenient in connection with the absolute owner preservation, perfection or enforcement of the Collateral for all purposes; provided, however, that nothing its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent or the Secured Parties to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentit, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Collateral Agent or of the Secured Parties or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Collateral Agent or any of the Secured Parties. The Collateral Agent power of attorney granted herein is irrevocable and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.coupled with an interest.
Appears in 1 contract
Samples: Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor following an Event of Default which is continuing for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver sue xxx, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prose cute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Credit Agreement (Fairchild Semiconductor International Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an a Senior Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver sue for, collect, receive and give acquittance for any and all notesmoneys xxe or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to such Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Non Shared Collateral Pledge Agreement (Allied Waste Industries Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interestinterest provided that the Collateral Agent shall only take any action pursuant to such appointment upon the occurrence and during the continuation of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver sxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or therefor any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of a Trigger Event (Cash Dominion) or an Event of Default, as applicable, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, (i) upon the occurrence and during the continuance of an a Trigger Event (Cash Dominion) and (unless a Bankruptcy Event of Default after has occurred and is continuing) delivery of notice by the Collateral Agent to the relevant GuarantorBorrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (ax) to take actions required to be taken by the Grantors under Article V of this Agreement; and (y) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (bii) upon the occurrence and during the continuance of an Event of Default and (unless a Bankruptcy Event of Default has occurred and is continuing) delivery of notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (b) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (c) to send verifications of Accounts to any Account Debtor; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (f) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent or to a Collateral Account and adjust, settle or compromise the amount of payment of any Account; and (eg) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, ; provided that the Collateral Agent shall have the such right, only upon the occurrence and during the continuance of an Event of Default after notice to Default, which right shall include the relevant Guarantor, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to such Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for to the extent determined by a court of competent jurisdiction by final and non-appendable judgment to have resulted from their own gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Non Shared Collateral Pledge Agreement (Allied Waste North America Inc/De/)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Subject to the terms of the Intercreditor Agreement, each Pledgor hereby constitutes and appoints the Collateral Agent as the attorney-in-fact of such Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant Guarantor, Pledgor with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor to do any of the following upon the occurrence and during the continuance of an Event of Default at the direction of the Required Senior Lenders (hereinafter, as defined in the Intercreditor Agreement): (a) to receive, endorse, assign and/or deliver perform any and all notes, acceptances, checks, drafts, money orders obligation of such Pledgor hereunder in such Pledgor’s name or other evidences of payment relating to the Collateral or any part thereofotherwise; (b) to ask for, demand, sxx for, collect, receive payment ofreceive, give receipt for and give discharges acquittance for any and releases all moneys due or to become due under and by virtue of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral[reserved]; (d) to settleverify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, compromisedrafts, compoundorders and other instruments for the payment of money payable to such Pledgor, adjust representing any interest or defend any actions, suits dividend or proceedings relating to all other distribution payable in respect of the Pledged Collateral or any of part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, under the Pledged Collateral; and (eg) to use, sell, assign, transfer, pledge, make carry out the provisions of this Agreement and to take any agreement with respect action and execute any instrument which the Collateral Agent may deem reasonably necessary or advisable to or otherwise deal with all or any of accomplish the Collateralpurposes hereof, and to do all other acts and things necessary to carry out and execute all documents in the purposes name of this Agreementthe Pledgor or otherwise, as fully and completely as though deemed by the Collateral Agent were as reasonably necessary, proper and convenient in connection with the absolute owner preservation, perfection or enforcement of the Collateral for all purposes; provided, however, that nothing its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent or the Secured Parties to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentit, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Collateral Agent or of the Secured Parties or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Collateral Agent or any of the Secured Parties. The Collateral Agent power of attorney granted herein is irrevocable and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductcoupled with an interest.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts or Payment Intangibles to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Loan Party hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Loan Party for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Loan Party (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the ABL Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the ABL Collateral; (c) to sign the name of any Loan Party on any invoice or bxxx of lading relating to any of the ABL Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the ABL Collateral or to enforce any rights in respect of any ABL Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the ABL Collateral; (g) to notify, or to require any Loan Party to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the ABL Collateral for all purposes; provided, however, provided that nothing herein Table of Contents contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the ABL Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Loan Party for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or wilful misconduct.
Appears in 1 contract
Samples: Abl Guarantee and Collateral Agreement (Spectrum Brands, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor and each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor or Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided however that such power of attorney may only be exercised (i) to file any UCC financing statements and continuation statements and (ii) following the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor Grantor or Pledgor (a) in the case of a Grantor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (bii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ciii) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (iv) to send verifications of Accounts Receivable to any Account Debtor; (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dvi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (vii) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eviii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; and (b) in the case of a Pledgor (i) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (ii) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge of the same; (iii) to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto; and (iv) to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents agent shall be responsible to any Guarantor Grantor or Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Land O Lakes Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor, upon the occurrence and during the continuance of a Default, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver sue xxx, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Pledge Agreement (Huntsman Packaging of Canada LLC)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact fact) of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interestinterest (provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to exercising such rights). Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after and notice by the Collateral Agent to the relevant Guarantorapplicable Grantor of the Collateral Agent’s intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the CollateralCollateral or Mortgaged Property; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral or Mortgaged Property; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law Law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or Mortgaged Property or to enforce any rights in respect of any CollateralCollateral or Mortgaged Property; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the CollateralCollateral or Mortgaged Property; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; (h) to make, settle and adjust claims in respect of Article 9 Collateral or Mortgaged Property under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance; (i) to make all determinations and decisions with respect thereto; (j) to obtain or maintain the policies of insurance required by Section 11.01 of the Indenture or paying any premium in whole or in part relating thereto; and (ek) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the CollateralCollateral or Mortgaged Property, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral or Mortgaged Property for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or Mortgaged Property or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor, to the extent permitted by applicable law, including any healthcare law (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; , (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, wilful misconduct or wilful misconductbad faith.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (eh) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance continuation of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to 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; (db) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (ec) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein in this Agreement contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby; provided further that the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.15 unless an Event of Default shall have occurred and be continuing. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them hereinin this Agreement, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct.
Appears in 1 contract
Samples: Collateral Agreement (Local Insight Yellow Pages, Inc.)
Collateral Agent Appointed Attorney-in-Fact. (a) Each Guarantor Grantor hereby appoints the Collateral Agent the true and lawful attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, right upon the occurrence and during the continuance of an Event of Default after and (unless a Bankruptcy Event of Default has occurred and is continuing, in which case no such notice shall be required) delivery of notice by the Collateral Agent to the relevant GuarantorBorrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (ai) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (bii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ciii) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (iv) to send verifications of Accounts to any Account Debtor; (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (dvi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (vii) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent or to a Collateral Account and adjust, settle or compromise the amount of payment of any Account or related contracts; (viii) to make, settle and adjust claims in respect of Collateral under policies of insurance and to endorse the name of such Grantor on any check, draft, instrument or any other item of payment with respect to the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; and (eix) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Each Secured Party (including the Collateral Agent and the other Secured Parties Agent) shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they such Secured Party nor their officers, directors, employees or agents any Related Indemnified Person of such Secured Party shall be responsible to any Guarantor Grantor for any act or failure to act hereunder, except for their own to the extent that a court of competent jurisdiction determines in a final non-appealable judgment that any action or failure to act by any Secured Party (or Related Indemnified Person of such Secured Party) constituted gross negligence or wilful misconductwillful misconduct of such Secured Party (or Related Indemnified Person of such Secured Party) (it being understood that this sentence shall be subject to the limitation on liability set forth in Section 7.03(b)).
Appears in 1 contract
Samples: First Lien Security Agreement (Advantage Solutions Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor hereby Pledgor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Pledgor's true and lawful agent and attorney-in-fact of fact, and in such Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, capacity the Collateral Agent shall have the right, with power of substitution for each Pledgor and in each Pledgor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default after notice or a Bankruptcy Event, to the relevant Guarantorask for, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) to receivedemand, endorsesue for, assign and/or deliver collect, receive and give acquittance for any and all notesmoneyx xue or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to such Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.a
Appears in 1 contract
Samples: Nonrecourse Pledge Agreement (Hudson Respiratory Care Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Pledgor hereby appoints the Collateral Agent as its the attorney-in-fact of such Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor (a) the Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of the Italian Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Italian Collateral or any part thereof; (b) t reof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Italian Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor the Pl edgor for any act or failure to act hereunder, except for their own gross negligence or wilful willful misconduct. Notwithstanding anything to the contrary under this Agreement, the Collateral Agent shall have, hold and keep in custody the Italian Collateral exclusively for the ratable benefit of the Secured Parties and may not be deemed, under any circumstances, as holding, possessing or keeping in custody the Italian Collateral on behalf of the Pledgor."
Appears in 1 contract
Samples: Memc Electronic Materials Inc
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor hereby makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) the attorney-in-fact of such Guarantor Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 5.13) and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default after and written notice by the Collateral Agent to the relevant GuarantorHoldings of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral, (d) upon prior written notice to Holdings, to send verifications of accounts receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and , (eg) upon prior written notice to Holdings, to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary necessary, in each case, with respect to carry out the purposes use, licensing or sublicensing of Intellectual Property, subject to Section 4.04 of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; providedapplicable, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.carry out the
Appears in 1 contract
Samples: Execution Version Collateral Agreement (Graftech International LTD)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Until termination of this Agreement in accordance with Section 16 hereof, each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmonies due or to become due under and by virtue of any Pledged Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Collateral; and (e) to use, sell, assign, transferendorse, pledge, transfer and make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys monies due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Second Priority Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them hereinhereunder, and neither they nor their shareholders, officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or wilful willful misconduct.
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Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor Pledgor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith, or wilful misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final judgment of a court of competent jurisdiction.
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Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby irrevocably appoints the Collateral Agent the as such Pledgor's attorney-in-fact fact, with full authority in the place and stead of such Guarantor for Pledgor and in the purpose name of carrying out the provisions of this Agreement and taking such Pledgor or otherwise, from time to time in Collateral Agent's reasonable discretion to take any action and executing to execute any instrument that the instrument, which Collateral Agent may deem necessary or advisable advisable, subject to the terms and conditions of this Pledge Agreement, to accomplish the purposes hereofof this Pledge Agreement, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoingincluding, the Collateral Agent shall have the rightwithout limitation, upon the occurrence and during the continuance of an Event of Default after notice to the relevant Guarantor, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) to receivefile one or more financing or continuation statements or amendments thereto, endorserelative to all or part of the Pledged Collateral without the signature of such Pledgor, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demandreceive, collectendorse and collect all instruments made payable to such Pledgor representing any dividend, receive principal or interest payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights other distribution in respect of any Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or and to give full discharge for the same, and (c) if an Event of Default shall have occurred and be continuing, to ask, demand, collect, sue for, recover, compound, receivx xnd give acquittance and receipts for moneys due or and to become due under or in respect thereof of any of the Pledged Collateral, and (d) to file any claims or take any property covered thereby. The action or institute any proceedings which Collateral Agent and may deem necessary or desirable for the other Secured Parties shall be accountable only for amounts actually received as a result collection of any of the exercise Pledged Collateral or to enforce the rights of Collateral Agent with respect to any of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconductPledged Collateral.
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Samples: Stock Pledge Agreement (Atlantic Gulf Communities Corp)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Pledgors hereby appoints appoint the Collateral Agent the attorney-in-fact of such Guarantor the Pledgors for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorDefault, with full power of substitution either in the Collateral Agent’s 's name or in the name of such Guarantor either Pledgor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of such Pledgor on any invoice or bill of lading relating to any of the Collateral; (d) to commence and prosecute xxxsecute 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; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (f) to notify, or to require the Pledgors to notify, obligors in respect of any of the Collateral to make payment directly to the Collateral Agent; and (eg) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor the Pledgors for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct. The Collateral Agent agrees not to exercise the power of attorney provided for in this Section 5.07 unless a Default or Event of Default shall have occurred and be continuing.
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