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.), Amendment and Restatement Agreement (Cbre Group, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, 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 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 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 5 contracts
Samples: Collateral Agreement, Collateral Agreement (Verso Paper Corp.), Collateral Agreement (Verso Paper 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 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), Senior Secured First Lien Notes Indenture (Claires Stores 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, 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.
(b) All acts in accordance with the terms of this Section 7.14 of said attorney or designee are hereby ratified and approved by the Grantors. The powers conferred on the Collateral Agent, for the benefit of the Secured Parties, under this Section 7.14 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers.
Appears in 3 contracts
Samples: Security Agreement (J Crew Group Inc), Security Agreement (J Crew Group Inc), Restructuring Support 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 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), Indenture (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 hereof, effective after an Event of Default has occurred and while it is continuing and with written notice to the Borrower of its exercise or intent to exercise such rights, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the The Collateral Agent shall will have the right, upon the occurrence and during the continuance of after an Event of Default after has occurred and while it is continuing and with written notice to the relevant GuarantorBorrower of its exercise or 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, to:
(a1) 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; ;
(b2) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; ;
(c3) 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;
(4) sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral;
(5) send verifications of Accounts to any Account Debtor;
(6) 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; ;
(d7) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral;
(8) notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and and
(e9) 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 will 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 will 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 3 contracts
Samples: Term Loan Guarantee and Collateral Agreement, Abl Guarantee and Collateral Agreement (Impax Laboratories, LLC), Term Loan Guarantee and Collateral Agreement (Amneal Pharmaceuticals, 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 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 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 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: Pledge Agreement (Dirsamex Sa De Cv), Credit Agreement (Jafra Cosmetics International Sa De Cv), Pledge Agreement (Jafra Cosmetics International Sa De Cv)
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 3 contracts
Samples: Collateral Agreement (Domus Holdings Corp), Collateral Agreement (Domus Holdings Corp), Collateral Agreement (Realogy 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 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: Credit Agreement (Hechinger Co), Credit Agreement (SCG Holding Corp), Credit Agreement (Hechinger Co)
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 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: Credit 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 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 (Laralev Inc), Pledge Agreement (Advance Stores Co 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 (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 (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: u.s. Security Agreement (Gates Global Inc.), u.s. 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 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 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, but only 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 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 misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
Appears in 2 contracts
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.), Collateral Agreement (Interactive Data Holdings Corp)
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 (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 or omitted to be taken with respect to the 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.
(b) If the Pledgor fails to perform any agreement contained herein, the Collateral Agent may (but shall not be required to) itself perform, or cause performance of, such agreement and the other Secured Parties reasonable expenses of the Collateral Agent incurred in connection therewith shall be accountable only for amounts actually received as a result of payable by the exercise of Pledgor under Section 5.04.
(c) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and 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 misconductsecurity interests created hereby are released.
Appears in 2 contracts
Samples: Pledge Agreement (Allegheny Energy, Inc), Pledge Agreement (Allegheny Energy, 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 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 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: Credit Agreement (Compass Minerals International Inc), Credit 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 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. (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.
(b) 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 New York 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. Neither the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
(c) Pursuant to any applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. Each Grantor authorizes the Collateral Agent to use the collateral description “all personal property” or “all assets” or “All Assets of the Debtor” in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof.
(d) Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.
Appears in 2 contracts
Samples: Credit Agreement (Hawaiian Telcom Holdco, Inc.), Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, 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 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 Texas Holdings, Inc.), Pledge Agreement (Consolidated Communications Illinois Holdings, 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 (Hudson Respiratory Care Inc), Pledge Agreement (Century Maintenance Supply Inc)
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: Second Lien Guarantee and Collateral Agreement (Itc Deltacom Inc), First 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 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 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 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: Second Lien Collateral Agreement, Second Lien Collateral Agreement (Momentive Performance Materials 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 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: Credit Agreement (Compass Minerals International Inc), Us Collateral Assignment (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 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 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 misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact or any material breach of any Loan Document by any of the foregoing.
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Epicor Software 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, 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 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, Grantor 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, checkscheques, 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 make, settle and adjust claims in respect of PPSA Collateral under policies of insurance and to endorse the name of such Grantor on any cheque, draft, instrument or any other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (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, 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 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor the 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) 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 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 the 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 (a) Effective upon the occurrence and during the continuance of any Event of Default, the Pledgors hereby appoints make, constitute and appoint the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as the Pledgors’ true and lawful agent and 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 deems 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 Pledgors, (ai) 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 Pledged Collateral, acceptances, (ii) to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgors representing any dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; thereof or on account thereof and to give full discharge for the same, (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; (diii) to settle, compromise, compound, adjust adjust, prosecute or defend any actionsaction, suits suit, claim or proceedings proceeding relating to all or any of the Pledged Collateral; , and (eiv) 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 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 or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. .
(b) The Collateral Agent and shall not be obligated to do any of the other Secured Parties acts or to exercise any of the powers authorized by subparagraph (a), but if the Collateral Agent elects to do any such act or to exercise any of such powers, it shall not be accountable only for amounts more than it actually received receives as a result of the such exercise of the powers granted to them hereinpower, and neither they nor their officers, directors, employees or agents shall not be responsible to any Guarantor the Pledgors for any act or failure omission to act hereunder, except for their own gross negligence any act or wilful misconductomission to act as to which there is a final determination made in a judicial proceeding (in which proceeding the Collateral Agent has had an opportunity to be heard) which determination includes a specific finding that the subject act or omission to act had been grossly negligent or in actual bad 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 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 GuarantorCompany 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 1 contract
Samples: Intellectual Property Security Agreement (Sungard Data Systems 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 distribut n 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 with, the 7 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 purposes18 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 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 empl oyees 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 Pledgor hereby 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) 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 229 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
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 such
(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) upon three Business Days’ prior written notice to such Grantor, 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 three Business Days’ prior written notice to such Grantor, 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) upon three 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 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
Samples: Guarantee and Collateral Agreement (Community Health Systems Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Pledgor hereby appoints the Collateral Agent the 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 if a Payment Default shall have occurred and during the continuance of an Event of Default after notice to the relevant Guarantorbe continuing, 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 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 shall give prior or simultaneous notice to the Issuers of its intent to begin taking actions under this Section 9; provided, however, that any failure to give such notice shall in no way affect the Collateral Agent’s, right, power or authority to take such actions. 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 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 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 the continuance of an Event of Default after notice to the relevant GuarantorBorrower, with full power of substitution either for the 229 4 Borrower and in the Borrower's name, the Collateral Agent’s '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 the Borrower on any invoice or bill xx 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 the absolute owner of Borrower 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 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 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 Secured Party with respect to the Assigned Contracts or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Borrower or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the 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 the Borrower of any of its obligations hereunder or under the other Loan Documents with respect to the Assigned Contracts or any part thereof or impose any obligation on the Collateral Agent and or any Secured Party to proceed in any particular manner with respect to the other Secured Parties shall be accountable only for amounts actually received as a result of Assigned Contracts 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 that it may have on the powers granted to them hereindate of this Collateral Assignment or hereafter, and neither they nor their officers, directors, employees or agents shall be responsible to any Guarantor for any act or failure to act whether hereunder, except for their own gross negligence under any other Loan Document, by law or wilful misconductotherwise.
Appears in 1 contract
Samples: Credit Agreement (SCG Holding Corp)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Subject to the terms of the Specified Intercreditor Agreements, 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, subject to applicable requirements of law and the Specified Intercreditor 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 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 or their Related Parties’ 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 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 1 contract
Samples: Guarantee and Collateral Agreement (Hawaiian Telcom Communications, 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, sxx 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. (a) 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 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. Each Pledgor hereby ratifies all that the Collateral Agent shall lawfully do or cause to be done by virtue hereof in accordance with the terms of this Agreement and the other Loan Documents.
(b) By acceptance of the benefits of this Agreement and the Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Loan Documents against any Pledgor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Loan Document against any Pledgor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Loan Documents.
(c) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Loan Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Loan Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Documents.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Subject to Section 25, each Pledgor hereby appoints the each 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 either 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 xxx 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 either Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the such 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 1 contract
Samples: Pledge Agreement (Polymer Group 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
Collateral Agent Appointed Attorney-in-Fact. Each Pledgor and Guarantor hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor 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 's name or in the name of such Guarantor (a) Pledgor and Guarantor, 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 and Guarantor 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 Pledgor and Guarantor 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 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 upon the occurrence of and during the continuation of an Event of Default, which appointment is irrevocable (until the Termination Date) 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 and subject to the relevant Guarantorterms of this Agreement, 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 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 Creditors 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 misconductwillful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).
Appears in 1 contract
Samples: Guaranty and Collateral Agreement (WESTMORELAND COAL 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 be 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 rightright (acting at the written direction of the Required Lenders), 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 misconductwillful misconduct as determined by a final, non-appealable order of a court of competent jurisdiction.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Allegiant Travel CO)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor the Pledgor 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 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 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 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 or any 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 Secured Party, 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 by the Collateral Agent and or any Secured Party or omitted to be taken with respect to the 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 or any 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 misconductParty.
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 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, sxx 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 bxxx 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) with at least 2 days’ prior notice to the Grantor 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, 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, willful misconduct or wilful misconductbad faith.
Appears in 1 contract
Samples: Security Agreement (Solutia Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor the 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) the Pledgor, to receiveask for, endorsedemand, assign and/or deliver sue for, collect, xxxeive 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 the 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 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 an Event of Default has occurred and is continuing, 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 (except in the relevant Guarantorcase of clauses (b), (g) and (j), which right may be exercised at any time), with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor Pledgor (but subject to any applicable terms of this Agreement): (a) to endorse, receive, endorse, assign and/or deliver any accept and collect all notes, acceptances, checks, drafts, money other payment orders and instruments representing or other evidences of payment relating to included in the Collateral or representing any part thereofpayment, dividend or distribution relating to any Collateral or to take any other action to enforce, collect or compromise any of the Collateral and to transfer any Collateral (including converting physical certificates to book-entry holdings) into the name of the Collateral Agent or its nominee or any broker-dealer (which may be an affiliate of the Collateral Agent); (b) to demand, collect, receive payment of, give receipt execute any control agreement covering any Collateral on Pledgor’s behalf and as attorney-in-fact for Pledgor in order to perfect the Collateral Agent’s first priority and give discharges continuing security interest in the Collateral and releases of all or any in order to provide the Collateral Agent with control of the Collateral, and Pledgor’s signature on this Agreement or other authentication of this Agreement shall constitute an irrevocable direction by Pledgor to any bank, custodian, broker dealer, any other securities intermediary or commodity intermediary holding any Collateral or any issuer of any letters of credit to comply with any instructions or entitlement orders of the Collateral Agent with respect to the Collateral without further consent of Pledgor; (c) to commence participate in any recapitalization, reclassification, reorganization, consolidation, redemption, stock split, merger or liquidation of any issuer of securities which constitute Collateral, and prosecute in connection therewith Collateral Agent may deposit or surrender control of the Collateral, accept money or other property in exchange for the Collateral, and take such action as it deems proper in connection therewith, and any and all suitsmoney or property received on account of or in exchange for the Collateral shall be applied to the Indebtedness or held by the Collateral Agent thereafter as Collateral pursuant to the provisions hereof; (d) to exercise any right, privilege or option pertaining to any Collateral, but the Collateral Agent has no obligation to do so; (e) to file any claims, take any actions or institute any proceedings at law which Collateral Agent determines to be necessary or in equity in any court of competent jurisdiction appropriate to collect or otherwise realize on all or any of preserve the Collateral or to enforce any the Collateral Agent’s rights in with respect of any to the Collateral; (df) to settleexecute in the name or otherwise authenticate on behalf of Pledgor any record reasonably believed necessary or appropriate by the Collateral Agent for compliance with laws, compromiserules or regulations applicable to any Collateral, compound, adjust or defend in connection with exercising the Collateral Agent’s rights under this Agreement; (g) to file any actions, suits or proceedings financing statement relating to all this Agreement electronically, and Collateral Agent’s transmission of Pledgor’s signature on and authentication of the financing statement shall constitute Pledgor’s signature on and authentication of the financing statement; (h) to make any compromise or any of settlement it deems desirable or proper with reference to the Collateral; and (ei) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, do 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 and all actions with respect to the Collateral and to perform any of Pledgor’s obligations under this Agreement; and (j) to execute any documentation reasonably believed necessary by the Collateral Agent for compliance with Rule 144 or any part thereof other restrictions, laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted or control securities under the moneys due or to become due in respect thereof or any property covered therebysecurities laws. The foregoing appointments are irrevocable and coupled with an interest and shall not be revoked without the Collateral Agent and Agent’s prior written consent. To the other Secured Parties extent permitted by law, Pledgor hereby ratifies all said attorney-in-fact 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 misconductlawfully do by virtue hereof.
Appears in 1 contract
Samples: Pledge Agreement (Martha Stewart Living Omnimedia 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 notesmoneyx 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
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 with notice to the relevant GuarantorGuarantor (provided that failure to provide such notice shall not invalidate any actions taken by the Collateral Agent pursuant to this Section 7.15), with full power of substitution either in the Collateral Agent’s '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 bill of lading relating to any of the Collateral; (d) to send verificxxxxns 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 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, provided that nothing herein contained in this Agreement 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 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 (Wix Filtration Media Specialists, Inc.)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Until the Termination Date, each Obligor hereby 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 hereofObligor, which appointment is irrevocable and coupled with an interest. Without limiting , with full authority in the generality place and stead of such Obligor and in the foregoingname of such Obligor, the Collateral Agent shall have or otherwise, from time to time, to take the rightfollowing actions, in each case 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 Default: (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 commence ask for, demand, xxx for, collect, receive and prosecute give acquittance for 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 moneys due or to enforce any rights in respect become due under and by virtue of any Collateral; (d) to settle, compromise, compound, adjust file any claims or defend take any actions, suits action or institute any proceedings relating to all that may be necessary or desirable for the collection of any of such Obligor’s Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of such Obligor’s Collateral; (e) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including access to pay or discharge taxes or Liens levied or placed upon or threatened against 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 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 Guarantor Obligor for any act or failure to act hereunder, except for their except, respectively, to the extent of its own gross negligence negligence, bad faith or wilful willful misconduct.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Summit Midstream Partners, LP)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor The Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor the 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) 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 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 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 Pledgor 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 The Pledgor hereby irrevocably constitutes and appoints the Collateral Agent the Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Guarantor the Pledgor and in the name of the Pledgor or in its own name, from time to time in the discretion of the Majority Holders, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute and deliver any instrument that and all documents and instruments which the Collateral Agent Majority Holders reasonably 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 including, without limitation, to receive, indorse and completely as though collect all instruments made payable to the Collateral Agent were the absolute owner Pledgor representing any dividend or other distribution or payment in respect 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 and to give full discharge for the same and to vote or the moneys due or to become due grant any consent in respect thereof or any property covered therebyof the Pledged Shares authorized by Section 6(b) hereof. The Collateral Agent Pledgor hereby ratifies, to the extent permitted by law, all that any said attorney shall lawfully do or cause to be done by virtue hereof. This power, being coupled with an interest, is irrevocable until the Secured Obligations are paid in full. To induce any third Person to act under this Section 8, the Pledgor hereby agrees that any third Person receiving a duly executed copy or facsimile of this Agreement may act under this Section 8 without any investigation or other action, including any determination of directions of the Majority Holders, and that the termination of this Section 8 shall be ineffective as to such third Person unless and until actual notice or knowledge of such termination shall have been received by such third Person, and the other Secured Parties shall be accountable only for amounts actually received as a result Pledgor, on behalf of itself and its successors and assigns, hereby agrees to indemnify and hold harmless any such third Person from and against any and all claims that may arise against such third Person by reason of such third Person having relied on the exercise provisions 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 misconductthis Section 8.
Appears in 1 contract
Samples: Pledge Agreement (Mail Com Inc)
Collateral Agent Appointed Attorney-in-Fact. (a) Each Guarantor Pledgor hereby appoints the Collateral Agent and any other officer or agent thereof the true and lawful 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 (in its reasonable judgment) 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 (i) from and after the occurrence and during the continuance of an Event of Default after notice to the relevant GuarantorCash Dominion Implementation Date, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor (a) Pledgor, to receive, endorse, assign and/or deliver any and all notes, acceptances, 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; thereof or on account thereof and to give full discharge for the same, and to take any other action necessary to effectuate the provisions of Section 5(c) hereof and (bii) upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Pledgor, to ask for, demand, xxx for, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute acquittance for 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 moneys due or to enforce any rights in respect become due under and by virtue 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 1 contract
Samples: Superpriority Debtor in Possession Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Holdings hereby appoints the Collateral Agent (and all officers, employees or agents designated by the attorney-in-fact Collateral Agent) as such Grantor’s true and lawful agent (and the attorney in fact) of such Guarantor Holdings 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 Holdings of the relevant GuarantorCollateral 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 Holdings (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 Holdings 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 Holdings 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 Holdings to the Collateral Agent and shall be additional Secured Obligations secured hereby.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Holdings hereby appoints the Collateral Agent (and all officers, employees or agents designated by the attorney-in-fact Collateral Agent) as such CG&R Draft Current date: 08/09/2021 1:06 PM62203519v4 Grantor’s true and lawful agent (and the attorney in fact) of such Guarantor Holdings 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 Holdings of the relevant GuarantorCollateral 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 Holdings (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 applicable 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 Holdings 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 (eg) 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 Holdings 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, within 10 days of demand, by Holdings 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 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 Indenture) 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 GuarantorCompany 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 Notes 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. 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 ten Business Days of demand by the Grantors to the Collateral Agent and shall be additional Indenture Obligations secured hereby.
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Lmi Aerospace 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 (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 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, 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 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
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 Notes 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 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Pledgor hereby irrevocably constitutes and appoints the Collateral Agent the and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Guarantor Pledgor and in the name of such Pledgor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take, upon the occurrence and taking during the continuance of any Event of Default, any and all appropriate action and executing to execute any instrument and all documents and instruments that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereofof this Agreement, which appointment is irrevocable and coupled with an interest. Without and, without limiting the generality of the foregoing, each Pledgor hereby gives the Collateral Agent shall have the power and right, on behalf of such Pledgor, upon the occurrence and during the continuance of an Event of Default after Default, without notice to or assent by such Pledgor, to do any or all of the relevant Guarantor, with full power of substitution either in the Collateral Agent’s name or following:
(a) in the name of such Guarantor (a) to receivePledgor or its own name, endorseor otherwise, assign and/or deliver take possession of and endorse and collect any and all notes, acceptances, checks, drafts, money orders notes, acceptances or other evidences instruments for the payment of moneys due under or in respect of any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under or in respect of any Collateral whenever payable; and
(i) direct any Person liable for any payment relating under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or any part thereofas the Collateral Agent shall direct; (bii) to demandask or demand for, collect, and receive payment of, of and give receipt for for, any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral; (iii) receive, collect, sign and endorse any drafts or other instruments, documents and chattel paper in connection with any of the Collateral; (civ) 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 any portion thereof and to enforce any rights other right in respect of any Collateral; (dv) defend any suit, action or proceeding brought against such Pledgor with respect to any Collateral; (vi) settle, compromisecompromise or adjust any such suit, compoundaction or proceeding and, adjust in connection therewith, give such discharges or defend any actions, suits or proceedings relating to all or any of releases as the CollateralCollateral Agent may deem appropriate; and (evii) to usegenerally, sell, assign, transfer, pledge, pledge and 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, Collateral as fully and completely as though the Collateral Agent were the absolute owner of the Collateral thereof for all purposes; provided, howeverand do, at the Collateral Agent's option and such Pledgor's expense, at any time, or from time to time, all acts and things that nothing herein contained shall be construed as requiring or obligating the Collateral Agent deems necessary to make any commitment protect, preserve or to make any inquiry as to the nature or sufficiency of any payment received by realize upon 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 Parties' security interests therein and to effect the intent of this Agreement, all as a result fully and effectively as such Pledgor might do. Each Pledgor hereby acknowledges, consents and agrees that the power of the exercise of the powers attorney granted pursuant to them herein, this Section is irrevocable 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 The Pledgor -------------------------------------------- hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor the 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) 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 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 the Pledgor 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 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 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 (Neenah Foundry Co)
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. 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 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 or Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Alon USA Energy, 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, so long as an Event of Default has 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 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 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, 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 misconductwillful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision.
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, ; 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) Grantor 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 Grantor 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 Grantor 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 Security Agreement (Allied Waste North America Inc/De/)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor (a) 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 in this Section or in this Agreement -------- ------- 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 or under its control shall be to use reasonable care in the custody and preservation of such Collateral. The Grantor agrees that the Collateral Agent shall be deemed to have used reasonable care in the custody and preservation of the Collateral if the Collateral Agent deals with such Collateral in the same manner as the Collateral Agent deals with similar property for its own account and, to the extent permitted by applicable law, the Collateral Agent need not take any steps to preserve rights against any other Person (including prior parties).
(b) The Grantor also authorizes the Collateral Agent, at any time and from time to time, upon the occurrence and during the continuance of an Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral in connection with any sale provided for in Section 6.01 hereof.
Appears in 1 contract
Samples: Cash 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 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 xxx 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 1 contract
Samples: Pledge Agreement (Solutia 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 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 bad faith, gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Symbol Technologies 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
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 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
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; provided that the Collateral Agent may only take actions as attorney-in-fact after the occurrence and during the continuance of any Event of Default. 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 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. At its option, during the continuance of an Event of Default, the Collateral Agent may discharge past due Taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not expressly permitted pursuant to the Loan Documents, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.
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 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, Grantor 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, checkscheques, drafts, money orders or other evidences of payment relating to arising out of 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 included in 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 make, settle and adjust claims in respect of Collateral under policies of insurance and to endorse the name of such Grantor on any cheque, draft, instrument or any other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (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, 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 1 contract
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 Obligor hereby appoints the Collateral Agent as the attorney-in-fact of such Guarantor Obligor 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 deems 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 Obligor (and each Obligor hereby authorizes each of the following to the extent applicable to such entity in such entity’s capacity or capacities hereunder): (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 such Obligor 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 such Obligor 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 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 Guarantor Obligor 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 6.06, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.06 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 1 contract
Samples: Collateral Agreement (Summit Midstream Partners, LP)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Grantor 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 rightGrantor, 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 make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance and to endorse the name of such Grantor on any check, draft, instrument or any other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (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, 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 1 contract
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor Subject to any applicable Intercreditor Agreement, the Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Guarantor the Pledgor for the purpose of carrying out the provisions of this Agreement and, upon the occurrence and during the continuance of an Event of Default and after the Collateral Agent has given at least one (1) Business Day’s prior written notice to the Issuer of the Collateral Agent’s intention to exercise its right hereunder, 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, subject to any applicable Requirements of Law and any applicable Intercreditor Agreement, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and after the Collateral Agent has given at least one (1) Business Day’s prior written notice to the relevant GuarantorIssuer of the Collateral Agent’s intention to exercise its right hereunder, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor the 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 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 sign the name of the Pledgor on any invoice or xxxx of lading relating to any of the Pledged Collateral; (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 Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; and (eg) 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 the Pledgor 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 1 contract
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 (except as provided in Section 6.11) 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 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 6.05 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 and documented out-of-pocket attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand (or such later date as may be agreed to by the Collateral Agent in its sole discretion), 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 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 and consistent with the terms of this Agreement and the Credit Agreement to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable for the term hereof and coupled with an interest. The foregoing appointment shall terminate upon termination of this Agreement and the Security Interest granted hereunder pursuant to Section 5.12(a). 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 GuarantorParent 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) 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; (h) to make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance, including endorsing the name of any Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, making all determinations and decisions with respect thereto and obtaining or maintaining 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 (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. Anything in this Section 5.14 to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the appointment provided for in this Section 5.14 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 herein, and neither they nor their officers, directors, employees or agents . No Agent Party shall be responsible to any Guarantor for any act or failure to act hereunder, except for their liable in the absence of its own gross negligence or wilful willful misconduct, as determined by a final judgment of a court of competent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Communications Sales & Leasing, 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 an Event of Default has occurred and is continuing, 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 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 misconductwillful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
Appears in 1 contract
Samples: Security Agreement (Martha Stewart Living Omnimedia 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 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, 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 misconduct.
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, 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 notesmonies 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 monies 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 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 or wilful willful misconduct.
Appears in 1 contract
Samples: Pledge Agreement (Oneida LTD)
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 Guarantor, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor have
(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) upon three Business Days’ prior written notice to such Grantor, 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 three Business Days’ prior written notice to such Grantor, 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) upon three 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 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
Samples: Guarantee and Collateral Agreement (Community Health Systems Inc)
Collateral Agent Appointed Attorney-in-Fact. Each Guarantor During the continuance of any Event of Default, 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 '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, and in each case in a manner intended to do all other acts and things necessary give effect to carry out the purposes terms 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 1 contract
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 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 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, 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 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 Guarantor, with full power of substitution either in the Collateral Agent’s name or in the name of such Guarantor [[NYCORP:2304021v10:4272D:09/26/03--03:05 p]]
(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 ask for, demand, sue for, collect, receive and give acquittance for any and all moneyx xue or to become due under and by virtue of any Collateral; (d) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (e) to send verifixxxxons 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 or wilful misconduct.
Appears in 1 contract
