Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral of the Grantor or New Subsidiary; (b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties); (c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper; (d) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties with respect to any of the Collateral; and (e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Atomera Inc), Security Agreement (Atomera Inc), Security Agreement (Aqua Metals, Inc.)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the its attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of at such time as an Event of Default, the Collateral Agent (on behalf of all Default has occurred and is continuing under any Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseDocument, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem be necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of the Grantor or New Subsidiarysuch Grantor;
(b) to receive and open all mail addressed to the such Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the such Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the may be necessary to protect Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties with respect to any of the Collateral; andAgent’s security interest;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or exercise any rights under Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer listsor advertising matter, in preparing for sale, advertising matter for sale, or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Collateral Agent, on behalf of the Secured Parties, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Collateral Agent shall commence any such suit, the appropriate Grantor or New Subsidiaryshall, at the request of Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Collateral Agent in aid of such enforcement. To the extent permitted by law, the each Grantor hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 3 contracts
Samples: Security and Pledge Agreement (Horizon Lines, Inc.), Security and Pledge Agreement (Horizon Lines, Inc.), Security and Pledge Agreement (Horizon Lines, Inc.)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the attorney-in-fact of such Grantor for the Grantor purpose of carrying out the provisions of this Agreement and each such New Subsidiary upon taking any action and executing any instrument that the occurrence Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default. In , which appointment is irrevocable (until termination of this Agreement or the event the Grantor or any New Subsidiary fails to execute or deliver Credit Agreement in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to accordance with the terms hereof or thereof) and coupled with an interest. Without limiting the generality of the Securities Purchase Agreement or any other Transaction Documentforegoing, the Collateral Agent shall have the right (but not the obligation), upon the occurrence and during the continuance of an Event of Default, Default and notice by the Collateral Agent (on behalf to the Borrower or Grantor of all Secured Parties) shall have its intent to exercise such rights, with full authority power of substitution either in the place and stead of the Grantor Collateral Agent’s name or New Subsidiary, and in the name of the such Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askobtain and adjust insurance required to be maintained by such Grantor pursuant to the Credit Agreement;
(b) to ask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance a quittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) to receive, indorse, endorse and collect any drafts or other instrumentsInstruments, documentsDocuments, Negotiable Collateral or Chattel PaperPaper and other documents in connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce or protect the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to use pay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Credit Agreement and Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any labelssuch payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, Patentsdue and payable immediately upon demand;
(f) to sign and endorse any invoices, Trademarksfreight or express bills, trade namesbills of lading, URLsstorage or warehouse receipts, domain namesdrafts against debtors, industrial designsassignments, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, verifications and notices in advertising for the exclusive purpose of sale and selling Inventory connection with Accounts and other documents relating to the Collateral; and
(g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and Grantors’ expense, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to collect any amounts due under Accounts, contracts or Negotiable Collateral effect the intent of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiarythis Agreement, all that as fully and effectively as such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedGrantor might do.
Appears in 3 contracts
Samples: Security Agreement (ORBCOMM Inc.), Security Agreement (ORBCOMM Inc.), Senior Secured Revolving Credit Agreement (ORBCOMM Inc.)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, hereby irrevocably appoints the Collateral Agent (on behalf of Subject in all Secured Parties) as the attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant respects to the terms of the Securities Purchase Agreement or any other Transaction DocumentSubordination Agreement, upon the occurrence and during the continuance of an Event of Default, the each Grantor hereby irrevocably appoints Collateral Agent (on behalf of all Secured Parties) shall have its attorney-in-fact, with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of at such time as an Event of Default, Default has occurred and is continuing under the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseNote Purchase Agreement, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of the Grantor or New Subsidiarysuch Grantor;
(b) to receive and open all mail addressed to the such Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the such Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the such Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer listsor advertising matter, in preparing for sale, advertising matter for sale, or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) Collateral Agent, on behalf of the Subordinated Lender Group, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Collateral Agent shall commence any such suit, the appropriate Grantor or New Subsidiaryshall, at the request of Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Collateral Agent in aid of such enforcement. To the extent permitted by law, the each Grantor hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Subordination Agreement (Tontine Capital Partners L P), Subordination Agreement (Patrick Industries Inc)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, Grantor to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New SubsidiaryGrantor, and in the name of any the Grantor, any such New Subsidiary Grantor or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral of the Grantor or New SubsidiaryCollateral;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties with respect to any of the Collateral; and
(e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New SubsidiaryGrantor. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Security Agreement (Resonant Inc), Securities Purchase Agreement (Resonant Inc)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the its attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of at such time as an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place Default has occurred and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseis continuing, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of the Grantor or New Subsidiarysuch Grantor;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(dc) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the such Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(d) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(e) to use any Equipment, fixtures, furniture, machinery, labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer listsIntellectual Property Licenses, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(f) The Collateral Agent on behalf of the Secured Parties shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if the Collateral Agent shall commence any such suit, the appropriate Grantor or New Subsidiaryshall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all proper documents required by the Collateral Agent in aid of such enforcement. To the extent permitted by law, the each Grantor hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Credit Agreement (Zayo Group LLC), Security Agreement (Zayo Group LLC)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the its attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of at such time as an Event of Default, Default has occurred and is continuing under the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseCredit Agreement, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of the Grantor or New Subsidiarysuch Grantor;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(dc) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem reasonably necessary or desirable for the collection of any of the Collateral of the such Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(d) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(e) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer listsor advertising matter, in preparing for sale, advertising matter for sale, or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(f) Collateral Agent, on behalf of itself and the Lenders, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Collateral Agent shall commence any such suit, the appropriate Grantor or New Subsidiaryshall, at the request of Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Collateral Agent in aid of such enforcement. To the extent permitted by law, the each Grantor hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Security Agreement (Orbital Energy Group, Inc.), Security Agreement (Liberty Tax, Inc.)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor’s attorney-in-fact fact, with full authority in the place and stead of the such Grantor and each in the name of such New Subsidiary upon Grantor, the occurrence and during the continuance of an Event of Default. In the event the Grantor Collateral Agent or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Documentotherwise, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askobtain and adjust insurance required to be maintained by such Grantor pursuant to the Credit Agreement;
(b) to ask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or in respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) to receive, indorse, endorse and collect any drafts or other instrumentsInstruments, documentsDocuments, Negotiable Collateral or Collateral, Chattel PaperPaper and other documents in connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce or protect the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to pay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Credit Agreement and Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, due and payable immediately upon demand;
(f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral;
(g) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of the Collateral Agent;
(h) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(i) to use any Intellectual Property Collateral, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain namesDomain Names, industrial designs, Copyrights, customer listsor advertising matter, in preparing for sale, advertising matter for sale, or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor;
(j) the Collateral Agent, on behalf of the Credit Parties, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property Collateral and Licenses and, if the Collateral Agent shall commence any such suit, the appropriate Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Collateral Agent in aid of such enforcement; and
(k) generally to sell, transfer, pledge, make any agreement with respect to or New Subsidiaryotherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do, in each case in accordance with applicable law, rule or regulation. To the extent permitted by law, the each Grantor hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Security Agreement (Iconix Brand Group, Inc.), Security Agreement (Iconix Brand Group, Inc.)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the its attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of at such time as an Event of DefaultDefault has occurred and is continuing under the Indenture, subject to the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseIntercreditor Agreement, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of the Grantor or New Subsidiarysuch Grantor;
(b) to receive and open all mail addressed to the such Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the such Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Agent;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the such Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(f) use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer listsor advertising matter, in preparing for sale, advertising matter for sale, or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(g) subject to the Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if the Collateral Agent shall commence any such suit, the appropriate Grantor or New Subsidiaryshall, at the written request of the Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Collateral Agent in aid of such enforcement. To the extent permitted by law, the each Grantor hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Security Agreement (Salem Media Group, Inc. /De/), Security Agreement (Salem Media Group, Inc. /De/)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the Grantor’s attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary Grantor or otherwise, from time to time during the continuance of an Event of Default in the Collateral Agent's discretion to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
Agreement (a) but the Collateral Agent shall not be obligated to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed shall have no liability to the Grantor or New Subsidiary any third party for failure to do so or take action). The Grantor further irrevocably authorizes and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by empowers the Collateral Agent (or its agents to, after the occurrence and during the continuance of an Event of Default, assert either directly or on behalf of all Secured Parties);
(c) the Grantor, any claims the Grantor may, from time to receivetime, indorsehave with respect to the License Agreement, as Collateral Agent may deem proper, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which apply the Collateral Agent (same on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection account of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Obligations. This appointment, being coupled with respect to any of the Collateral; and
(e) to use any labelsan interest, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiaryshall be irrevocable. To the extent permitted by law, the The Grantor hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact said attorneys shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to The Collateral Agent shall have no liability for exercising or not exercising its rights hereunder. The rights of the Collateral Agent set forth in this Section 10 is coupled with an interest and Agreement shall be irrevocable until this in addition to, and not in lieu of, any rights or obligations set forth in the Purchase Agreement, the Notes or any other Note Document. All rights and remedies evidenced hereby, or evidenced or contemplated by the Purchase Agreement is terminatedor any Note Document shall be cumulative and may be exercised separately or concurrently in the sole discretion of the Collateral Agent.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Evolus, Inc.), Guaranty and Security Agreement (Evolus, Inc.)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor’s attorney-in-fact fact, which appointment is irrevocable and coupled with an interest but shall automatically terminate upon the Termination Date, or, subject to reinstatement as provided in the Guaranty, upon the termination or release of such Grantor’s Guarantee of the Guaranteed Obligations (as defined in the Guaranty), with full authority in the place and stead of such Grantor and each in the name of such New Subsidiary upon Grantor, the occurrence and during Collateral Agent or otherwise, from time to time in the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction DocumentCollateral Agent’s discretion, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which that the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askobtain and adjust insurance required to be maintained by such Grantor pursuant to the Credit Agreement;
(b) after notice to the Borrower of the Collateral Agent’s intent to do so, to ask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) after notice to the Borrower of the Collateral Agent’s intent to do so, to receive, indorse, endorse and collect any drafts or other instrumentsInstruments, documentsDocuments, Negotiable Collateral or Chattel PaperPaper and other documents in connection with clauses (a) and (b) above;
(d) after notice to the Borrower of the Collateral Agent’s intent to do so, to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce or protect the rights of the Secured Parties Collateral Agent with respect to any of the Collateral;
(e) upon three (3) Business Days’ prior written notice to the Borrower and such Grantor, to pay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Credit Agreement and Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, due and payable immediately upon demand;
(f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and
(eg) upon delivery of notice to use the Borrower and the applicable Grantor (after the expiration of any labelsnotice periods otherwise required hereunder or under the Credit Agreement), Patentsgenerally to sell, Trademarkstransfer, trade namespledge, URLsmake any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, domain namesand to do, industrial designsat the Collateral Agent’s option and the Grantors’ expense, Copyrightsat any time or from time to time, customer listsall acts and things that the Collateral Agent deems necessary to protect, advertising matter preserve or other industrial or intellectual property rightsrealize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by each case in accordance with applicable law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: First Lien Security Agreement (GoodRx Holdings, Inc.), First Lien Security Agreement (GoodRx Holdings, Inc.)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor’s attorney-in-fact fact, with full authority in the place and stead of the such Grantor and each in the name of such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or otherwise, from time to time, in the Collateral Agent’s discretion, to take any New Subsidiary fails action and to execute any instrument that the Collateral Agent may deem necessary or deliver in a timely manner any Transaction Document or other agreementadvisable to accomplish the purposes of this Agreement, documentincluding:
(a) to obtain, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, an upon the occurrence and during the continuance of an Event of Default, adjust insurance required to be paid to the Collateral Agent pursuant to Section 10;
(on behalf of all Secured Partiesb) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance continuation of an any Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askask for, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) upon the occurrence and during the continuance of an Event of Default, to receive, indorse, indorse and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral in connection with clause (a) or Chattel Paper(b) above;
(d) upon the occurrence and during the continuation of any Event of Default to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Secured Parties Collateral Agent with respect to any of the Collateral;
(e) [Reserved];
(f) 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 actions to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, any such payments made by Collateral Agent to become obligations of such Grantor to Collateral Agent, due and payable immediately without demand;
(i) upon the occurrence and during the continuation of any Event of Default, generally to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and (ii) to do, at Collateral Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do;
(h) upon the occurrence and during the continuation of any Event of Default, to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any person obligated to the Company or such other Grantor in respect of any Account of the Company or such other Grantor; and
(ei) upon the occurrence and during the continuance of any Event of Default, to take exclusive possession of all locations where the Company or other Grantor conducts its business or has rights of possession, with prompt notice to the Company or any Grantor and to use any labelssuch locations to store, Patentsprocess, Trademarksmanufacture, trade namessell, URLsuse, domain namesand liquidate or otherwise dispose of items that are Collateral, industrial designs, Copyrights, customer lists, advertising matter without obligation to pay rent or other industrial or intellectual property rights, in advertising compensation for the exclusive purpose possession or use of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedlocation.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Eastman Kodak Co), Notes Purchase Agreement (Eastman Kodak Co)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor’s attorney-in-fact fact, which appointment shall automatically terminate upon the Termination Date, or upon the termination or release of such Grantor’s Guarantee of the Guaranteed Obligations (as defined in the Subsidiary Guaranty), with full authority in the place and stead of such Grantor and each in the name of such New Subsidiary upon Grantor, the occurrence and during Collateral Agent or otherwise, from time to time in the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction DocumentCollateral Agent’s discretion, upon the occurrence and during the continuance of an Event of DefaultDefault and, subject to Section 19(a), with the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead consent of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseRequired Lenders, to take any action and to execute any instrument which that the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askobtain and adjust insurance required to be maintained by such Grantor pursuant to the Credit Agreement;
(b) after notice to the Borrower of the Collateral Agent’s intent to do so, to ask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) after notice to the Borrower of the Collateral Agent’s intent to do so, to receive, indorse, endorse and collect any drafts or other instrumentsInstruments, documentsDocuments, Negotiable Collateral or Chattel PaperPaper and other documents in connection with clauses (a) and (b) above;
(d) after notice to the Borrower of the Collateral Agent’s intent to do so, to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce or protect the rights of the Secured Parties Collateral Agent with respect to any of the Collateral;
(e) upon three (3) Business Days’ prior written notice to the Borrower and such Grantor, to pay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Credit Agreement and Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, due and payable immediately upon demand;
(f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and
(eg) upon delivery of notice to use the Borrower and the applicable Grantor (after the expiration of any labelsnotice periods otherwise required hereunder or under the Credit Agreement), Patentsgenerally to sell, Trademarkstransfer, trade namespledge, URLsmake any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, domain namesand to do, industrial designsat the Collateral Agent’s option and the Grantors’ expense, Copyrightsat any time or from time to time, customer listsall acts and things that the Collateral Agent deems necessary to protect, advertising matter preserve or other industrial or intellectual property rightsrealize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by each case in accordance with applicable law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Zebra Technologies Corp)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the its attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of at such time as an Event of Default, Default has occurred and is continuing under the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseCredit Agreement, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of the Grantor or New Subsidiarysuch Grantor;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(dc) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem reasonably necessary or desirable for the collection of any of the Collateral of the such Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(d) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(e) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer listsor advertising matter, in preparing for sale, advertising matter for sale, or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and
(f) Collateral Agent, on behalf of the Secured Parties, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Collateral Agent shall commence any such suit, the appropriate Grantor or New Subsidiaryshall, at the request of Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Collateral Agent in aid of such enforcement. To the extent permitted by law, the each Grantor hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Security Agreement (Franchise Group, Inc.), Parent Guaranty and Collateral Agreement (Franchise Group, Inc.)
Collateral Agent Appointed Attorney-in-Fact. The GrantorUpon the occurrence and during the continuation of an Event of Default, on behalf of itself and each New Subsidiary of the Grantor, Grantor hereby irrevocably appoints the Collateral Agent (on behalf of and all Secured PartiesPersons designated by Collateral Agent) as such Grantor’s attorney in fact, with full authority in the attorney-in-fact place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time, in the Collateral Agent’s discretion, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (but at the cost and expense of the Grantor Grantors). Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant Default (subject to the terms provisions of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Intercreditor Agreement, including, without limitation:):
(a) to askendorse a Grantor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Collateral Agent’s possession or control;
(b) to obtain and adjust insurance required to be paid to the Collateral Agent;
(c) to ask for, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New SubsidiaryCollateral;
(bd) to receive, indorse and collect any drafts or other instruments, documents and Chattel Paper;
(e) to (i) notify any Account Debtors of the assignment of any Grantor’s Accounts, demand and enforce payment of any Grantor’s Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to any Grantor’s Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Collateral Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Grantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open all and dispose of mail addressed to the Grantor or New Subsidiary a Grantor, and to notify postal authorities to change the address for the delivery of mail thereof to the Grantor or New Subsidiary to that of an such address approved by as the Collateral Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Grantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on behalf or contained in any data processing equipment and computer hardware and software relating to any Collateral; (x) take any action as may be necessary or appropriate to obtain payment under any letter of credit or banker’s acceptance for which a Grantor is a beneficiary; (xi) make and adjust claims under insurance policies; (xii) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Grantor is a beneficiary; and (xiii) take all Secured Parties);other actions as Collateral Agent deems appropriate to fulfill any Grantor’s obligations hereunder.
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(df) to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and
(e) Collateral or any other action as the Collateral Agent deems appropriate to use fulfill any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for Grantor’s obligations under the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedSecured Debt Documents.
Appears in 2 contracts
Samples: Abl Credit Agreement (Affinia Group Holdings Inc.), Security Agreement (Affinia Group Intermediate Holdings Inc.)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties with respect to any of the Collateral; and
(e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Resonant Inc), Security Agreement (Resonant Inc)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor’s attorney-in-fact of the Grantor (which appointment shall be irrevocable and each such New Subsidiary upon the occurrence and during the continuance of deemed coupled with an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementinterest), document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, from time to execute and deliver each of time in the foregoing. Without limitation of the foregoingCollateral Agent’s discretion, upon and during the occurrence and during the continuance continuation of an Event of Default, Default and upon prior notice to the Borrower by the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead accordance with Section 7 of the Grantor Credit Agreement and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseOrders, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(ai) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 10, (ii) to ask, demand, collect, sxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;Collateral,
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(ciii) to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable in connection with clause (i) or (ii) above,
(iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or Chattel Paper;any part thereof and to give full discharge for the same,
(dv) to exercise on behalf of each Grantor any rights, privileges and remedies under the Leveraged Lease Documents and to tender performance and take any other actions incidental thereto; and
(vi) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and
(e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, (a) Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf and any officer or agent thereof, with full power of all Secured Parties) substitution, as the its true and lawful attorney-in-fact of the such Grantor with full irrevocable power and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of such Grantor or in its own name, for the Grantor, such New Subsidiary purpose of carrying out the provisions of this Agreement and taking any appropriate action and executing any and all documents and instruments that the Collateral Agent may deem necessary or otherwise, desirable to execute and deliver each of accomplish the foregoingpurposes hereof. Without limitation limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, each Grantor hereby gives the Collateral Agent (the power and right, on behalf of all Secured Parties) shall have full authority in the place and stead such Grantor, without notice to or assent by such Grantor to do any of the Grantor and each New Subsidiary, and following: in the name of any the Grantorsuch Grantor or in its own name, any such New Subsidiary or otherwise, to take possession and endorse, assign, collect and/or deliver any and all notes, acceptances, checks, drafts, money orders or other instruments of payment due under any Receivable or with respect to any other Collateral and file any claim or take any other action and to execute or proceeding in any instrument which court of law or equity or otherwise deemed appropriate by the Collateral Agent (on behalf for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; in the case of Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the Secured Parties) may reasonably deem necessary ’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or advisable to accomplish represented thereby; pay or discharge taxes and Liens levied or placed on or threatened against the purposes Collateral, effect any repairs or any insurance called for by the terms of this AgreementAgreement and pay all or any part of the premiums therefor and the costs thereof; execute, including, without limitation:
(a) to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral sale provided for in Section 5.01, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Grantor or New SubsidiaryCollateral;
(b1) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address direct any party liable for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Grantor Collateral Agent or New Subsidiary as the Collateral Agent shall direct; (2) ask or otherwise demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to enforce the rights become due at any time in respect of the Secured Parties or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with respect to any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do; and license or sublicense whether on an exclusive or non-exclusive basis, any Intellectual Property for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine and, in connection therewith, such Grantor hereby grants to the Collateral Agent for the benefit of the Secured Parties a royalty-free, world-wide irrevocable license of its Intellectual Property. Anything in this Section 7.16(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 716(a) unless an Event of Default shall have occurred and be continuing.
(eb) If any Grantor fails to use perform or comply with any labelsof its agreements contained herein, Patentsthe Collateral Agent, Trademarksat its option, trade namesbut without any obligation so to do, URLsmay perform or comply, domain namesor otherwise cause performance or compliance, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral with such agreement.
(c) The expenses of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to Collateral Agent incurred in connection with actions undertaken as provided in this Section 10 is coupled 7.16, together with an interest and thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans that are ABR Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be irrevocable until this Agreement is terminatedpayable by such Grantor to the Collateral Agent on demand.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Parent hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the its attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor or New Subsidiary, Parent and in the name of the Grantor, such New Subsidiary Parent or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of at such time as an Event of Default, Default has occurred and is continuing under the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseCredit Agreement, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to ask, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral of the Grantor or New SubsidiaryPledged Collateral;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) to receive, indorse, and collect any drafts Drafts or other instrumentsInstruments, documentsDocuments, Negotiable Collateral or Chattel Paperother evidence of payment thereof;
(dc) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem reasonably necessary or desirable for the collection of any of the Pledged Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Pledged Collateral; and;
(ed) to use use, sell, assign, transfer, pledge, make any labelsagreement with respect to or otherwise deal with all or any of the Pledged Collateral, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accountsdo all other acts and things necessary to carry out the purposes of this Agreement, contracts or Negotiable as fully and completely as though the Collateral Agent were the absolute owner of the Grantor or New Subsidiary. Pledged Collateral for all purposes; and To the extent permitted by law, the Grantor Parent hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor(a) To effectuate the terms and provisions hereof, on behalf of itself and each New Subsidiary of the Grantor, Pledgor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the its attorney-in-fact of for the Grantor purpose, from and each such New Subsidiary upon after the occurrence and during the continuance of for so long as an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter Actionable Default is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence continuing and during the continuance of an Event of Default, after receipt by the Collateral Agent (on behalf of written notice from the Credit Facility Agent that all Secured Parties) shall Necessary Regulatory Approvals have full authority in been obtained, of carrying out the place provisions of this Pledge Agreement and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take taking any action and to execute executing any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes hereof. Without limiting the generality of this Agreementthe foregoing, the Collateral Agent shall, from and after the occurrence and for so long as an Actionable Default is continuing, have the right and power to:
(i) receive, endorse and collect all checks and other orders for the payment of money made payable to the Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and
(ii) to execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral and to exercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, including, without limitation:
(a) , all voting rights with respect to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral of the Grantor or New Subsidiary;Pledged Securities.
(b) to receive All acts done under the foregoing authorization are hereby ratified and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Pledgor and neither the Collateral Agent (on behalf Agent, any Affiliate of all the Collateral Agent, any agent, any other Secured Parties);Party nor any designee or agent thereof shall be liable for any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of gross negligence or willful misconduct.
(c) to receiveThis power of attorney, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties with respect to any of the Collateral; and
(e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is being coupled with an interest and shall be interest, is irrevocable until this Agreement is terminatedthe Termination Date has occurred.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the attorney-in-fact of such Grantor for the Grantor purpose of carrying out the provisions of this Agreement and each such New Subsidiary upon taking any action and executing any instrument that the occurrence Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default. In , which appointment is irrevocable (until termination of this Agreement or the event the Grantor or any New Subsidiary fails to execute or deliver Indenture in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to accordance with the terms hereof or thereof) and coupled with an interest. Without limiting the generality of the Securities Purchase Agreement or any other Transaction Documentforegoing, the Collateral Agent shall have the right (but not the obligation), upon the occurrence and during the continuance of an Event of Default, Default and notice by the Collateral Agent (on behalf to the Issuer or Grantor of all Secured Parties) shall have its intent to exercise such rights, with full authority power of substitution either in the place and stead of the Grantor Collateral Agent’s name or New Subsidiary, and in the name of the such Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askobtain and adjust insurance required to be maintained by such Grantor pursuant to the Indenture;
(b) to ask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) to receive, indorse, endorse and collect any drafts or other instrumentsInstruments, documentsDocuments, Negotiable Collateral or Chattel PaperPaper and other documents in connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce or protect the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to use pay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Indenture and Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any labelssuch payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, Patentsdue and payable immediately upon demand;
(f) to sign and endorse any invoices, Trademarksfreight or express bills, trade namesbills of lading, URLsstorage or warehouse receipts, domain namesdrafts against debtors, industrial designsassignments, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, verifications and notices in advertising for the exclusive purpose of sale and selling Inventory connection with Accounts and other documents relating to the Collateral; and
(g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and Grantors’ expense, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to collect any amounts due under Accounts, contracts or Negotiable Collateral effect the intent of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiarythis Agreement, all that as fully and effectively as such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedGrantor might do.
Appears in 1 contract
Samples: Security Agreement (ORBCOMM Inc.)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor’s attorney-in-fact fact, with full authority in the place and stead of the such Grantor and each in the name of such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails otherwise, from time to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, in the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseAgent’s discretion, to take any action and to execute any instrument which that the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askobtain and adjust insurance required to be paid to the Collateral Agent pursuant to the Loan Agreement;
(b) to ask for, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) to receive, indorse, indorse and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral in connection with clause (a) or Chattel Paper(b) above;
(d) to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for delivery of mail to such Grantor to that of Collateral Agent;
(f) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;
(g) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under AccountsAssigned Agreements, contracts or Negotiable Receivables and Related Contracts of such Grantor; and
(h) the Collateral Agent, on behalf of the Lender Group, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and other Intellectual Property and, if the Collateral Agent shall commence any such suit, the appropriate Grantor or New Subsidiaryshall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Collateral Agent in aid of such enforcement. To the extent permitted by law, the each Grantor hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the attorney-in-fact of such Grantor for the Grantor purpose of carrying out the provisions of this Agreement and each such New Subsidiary upon the occurrence taking any action and during the continuance of an Event of Default. In the event the Grantor or executing any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, that the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) 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 this Agreementthe foregoing, includingthe Collateral Agent shall have the right, without limitation:
upon the occurrence and during the continuation of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to askcommence and prosecute any and all suits, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under actions or proceedings at law or in connection with equity in any Collateral court of competent jurisdiction to collect or otherwise realize on all or any of the Grantor Collateral or New Subsidiary;
to enforce any rights in respect of any Collateral; (b) to receive and open settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties with respect to any of the Collateral; and
and (ec) to use use, sell, assign, transfer, pledge, make any labelsagreement with respect to or otherwise deal with all or any of the Collateral, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accountsdo all other acts and things necessary to carry out the purposes of this Agreement, contracts or Negotiable as fully and completely as though the Collateral Agent were the absolute owner of the Grantor Collateral for all purposes, provided that nothing in this Agreement contained shall be construed as requiring or New Subsidiary. To obligating the extent permitted Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by lawthe Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Grantor hereby ratifies, Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby; provided further that the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to in this Section 10 is coupled with 7.15 unless an interest Event of Default shall have occurred and be continuing. The Collateral Agent and the other Secured Parties shall be irrevocable until accountable only for amounts actually received as a result of the exercise of the powers granted to them in this Agreement is terminatedAgreement, and neither they nor 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.
Appears in 1 contract
Samples: Guaranty and Collateral Agreement (Local Insight Yellow Pages, Inc.)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the Grantor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary Collateral Agent or otherwise, from time to time in Collateral Agent's reasonable discretion to take any action and to execute any instrument which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable advisable, subject to the terms and conditions of this Agreement, to accomplish the purposes of this Agreement, including, without limitation:
(a) Subject to the last sentence of SECTION 8(D) hereof, to obtain and adjust insurance required to be maintained by the Grantor or paid to Collateral Agent pursuant to SECTION 8 hereof;
(b) Upon the occurrence of, and during the continuance of, an Event of Default, to ask, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) Upon the occurrence of, and during the continuance of, an Event of Default, to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral or Chattel Paperin connection with clauses (a) and (b) above;
(d) Upon the occurrence of, and during the continuance of, an Event of Default, to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral;
(e) To pay or discharge taxes (other than taxes not then required to be paid or discharged by any of the agreements governing the Secured Obligations, from time to time in effect including without limitation the Secured Agreement) or Liens (other than Permitted Liens), levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its reasonable discretion, and such payments made by Collateral Agent to become obligations of the Grantor to Collateral Agent, due and payable immediately without demand;
(f) Upon the occurrence of, and during the continuance of, an Event of Default, to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; and
(eg) Upon the occurrence of, and during the continuance of, an Event of Default, generally to use sell, transfer, pledge, make any labelsagreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, Patentsand to do, Trademarksat Collateral Agent's option and the Grantor's expense, trade namesat any time, URLsor from time to time, domain namesall acts and things that Collateral Agent deems necessary to protect, industrial designs, Copyrights, customer lists, advertising matter preserve or other industrial or intellectual property rightsrealize upon the Collateral and Collateral Agent's security interest therein, in advertising for order to effect the exclusive purpose intent of sale this Agreement, all as fully and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of effectively as the Grantor or New Subsidiarymight do. To the extent permitted by law, the Grantor The Grantors hereby ratifies, for itself and each New Subsidiary, ratify all that such attorney-in-fact said attorneys shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is a power coupled with an interest and shall be irrevocable until this Agreement is terminatedirrevocable.
Appears in 1 contract
Samples: Personal Property Security Agreement (Atlantic Gulf Communities Corp)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor's attorney-in-fact of the Grantor (which appointment shall be irrevocable and each such New Subsidiary upon the occurrence and during the continuance of deemed coupled with an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementinterest), document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, from time to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, time in the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseAgent's discretion, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(ai) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 10 hereof and Section 5.03 of the Credit Agreement,
(ii) following the occurrence and during the continuance of an Event of Default, to ask, demand, collect, sxx forsue xxx, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;Collateral,
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(ciii) to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable in connection with clause (i) or (ii) above,
(iv) following the occurrence and during the continuance of an Event of Default, to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or Chattel Paper;any part thereof and to give full discharge for the same,
(dv) to exercise the rights granted under Section 9 hereof, and
(vi) following the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and
(e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Security Agreement (Caldor Corp)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, Grantor hereby irrevocably appoints Collateral Agent or its designee on behalf of itself and each New Subsidiary of the Grantor, hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the Grantor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementproxy, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, from time to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the time in Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseAgent's discretion, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem deems to be necessary or advisable to accomplish for accomplishing the purposes of this Agreement, Agreement including, without limitation:
, (ai) to obtain and adjust insurance required to be paid to Collateral Agent, (ii) to ask, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
Collateral, (b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(ciii) to receive, indorseendorse, assign and collect any drafts or other instruments, documentsdocuments and chattel paper in connection with clause (i) or (ii) above, Negotiable Collateral or Chattel Paper;
(div) to prepare and file all applications and other documents necessary to maintain the items described in Section 2(f) in full force and effect and Grantor the authorized legal holder thereof and (v) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any Collateral. All acts of the Collateral; and
such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission (e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter other than acts or other industrial omissions constituting gross negligence or intellectual property rights, in advertising for the exclusive purpose willful misconduct as determined by a final judgment or a court of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral competent jurisdiction). This power of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be is irrevocable until this Agreement is terminatedall of the Obligations are paid in full.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor’s attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, from time to execute and deliver each of the foregoing. Without limitation of the foregoingtime, upon the occurrence and during the continuance of an Event of Default, in the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseAgent’s discretion, to take any action and to execute any instrument which that the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askask for, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New SubsidiaryCollateral;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) to receive, indorse, indorse and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral or Chattel Paperin connection with clause (a) above;
(dc) to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Secured Parties Collateral Agent with respect to any of the Collateral;
(d) 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 actions to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, any such payments made by Collateral Agent to become obligations of such Grantor to Collateral Agent, due and payable immediately without demand;
(i) to generally to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and (ii) to do, at Collateral Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do;
(f) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any person obligated to the Company or such other Grantor in respect of any Account of the Company or such other Grantor;
(g) in the case of any Pledged Intellectual Property owned by or licensed to such Grantor, execute, deliver and have recorded any document that Collateral Agent may request to evidence, effect, publicize or record Collateral Agent’s security interest in such Pledged Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(h) assign any Pledge Intellectual Property owned by such Grantor or any IP Licenses of such Grantor throughout the world on such terms and conditions and in such manner as Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment; and
(ei) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for enter upon the exclusive purpose premises of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the a Grantor or New Subsidiary. To any location where any Collateral is located or kept (in the case of leased premises, only to the extent permitted by lawthe contract, agreement or lease in respect of such premises), in each case without obtaining a final judgment or giving notice to such Grantor and without obligation to pay rent to such Grantor, to remove Collateral therefrom to the Grantor hereby ratifies, for itself premises of the Collateral Agent or any representative of the Collateral Agent in order to effectively collect or liquidate the Collateral; provided that the Collateral Agent shall have and each New Subsidiary, all that such attorney-in-fact shall lawfully do may exercise rights under any of the foregoing clauses (a) through (g) or cause to be done by virtue hereof. Such power-of-otherwise under the power of attorney granted pursuant to under this Section 10 is coupled 16 only upon the occurrence and during the continuance of any Event of Default and such power of attorney shall terminate upon the termination of this Agreement, or with an interest and shall be irrevocable until this Agreement is terminatedrespect to any Grantor, upon the release of such Grantor in accordance with the terms of the Indenture.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor's attorney-in-fact fact, with full authority in the place and stead of the such Grantor and each in the name of such New Subsidiary upon the occurrence Grantor, Collateral Agent or otherwise, from time to time in Collateral Agent's discretion to take any action and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute any instrument that Collateral Agent may deem necessary or deliver in a timely manner any Transaction Document or other agreementadvisable to accomplish the purposes of this Agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, including without limitation:
(a) upon the occurrence and during the continuance of an Event of Default, the to obtain and adjust insurance required to be maintained by such Grantor or paid to Collateral Agent pursuant to Section 7 hereof;
(on behalf of all Secured Partiesb) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) upon the occurrence and during the continuance of an Event of Default, to receive, indorse, endorse and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paperdocuments and chattel paper in connection with clauses (a) and (b) above;
(d) upon the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to use pay or discharge taxes or Liens (other than Liens permitted under this Agreement or each of the Credit Documents) levied or placed upon the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, any labelssuch payments made by Collateral Agent to become obligations of such Grantor to Collateral Agent, Patentsdue and payable immediately without demand;
(f) upon the occurrence and during the continuance of an Event of Default, Trademarksto sign and endorse any invoices, trade namesfreight or express bills, URLsbills of lading, domain namesstorage or warehouse receipts, industrial designsdrafts against debtors, Copyrightsassignments, customer lists, advertising matter or other industrial or intellectual property rights, verifications and notices in advertising for the exclusive purpose of sale and selling Inventory connection with Accounts and other documents relating to the Collateral; and
(g) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent's option and Grantors' expense, at any time or from time to time, all acts and things that Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and Collateral Agent's security interests therein in order to collect any amounts due under Accounts, contracts or Negotiable Collateral effect the intent of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiarythis Agreement, all that as fully and effectively as such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedGrantor might do.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Partiesa) as the attorney-in-fact of the Grantor and each such New Subsidiary upon Upon the occurrence and during the continuance of an Event of Default. In the event the Grantor Default or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementTrigger Event, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant subject to the terms of Pledgor's rights under Section 6 hereof, the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, Pledgor hereby appoints the Collateral Agent (on behalf of all Secured Parties) shall have as the Pledgor's attorney-in-fact, with full authority in the place and stead of the Grantor or New Subsidiary, Pledgor and in the name of the GrantorPledgor or otherwise (i) to exercise all voting, such New Subsidiary or otherwiseconsent, managerial and other rights related to the Collateral, (ii) to execute and deliver each deliver, at any time and from time to time, any instrument or instruments providing for the approval of the foregoing. Without limitation identity and admission to the Partnership of any person or entity who becomes a substituted or additional partner in the foregoing, upon Partnership pursuant to the occurrence and during the continuance of an Event of Default, exercise by the Collateral Agent of its rights and remedies hereunder, under the Trust Indenture or any of the other Project Documents and (on behalf of all Secured Partiesiii) shall have full authority from time to time in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseCollateral Agent's discretion, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of enforce its rights under this Agreement, including, without limitation:
(a) to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) authority to receive, indorse, endorse and collect all instruments made payable to the Pledgor representing any drafts distribution, interest payment or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any payment in respect of the Collateral of the Grantor or New Subsidiary or otherwise any part thereof and to enforce the rights of the Secured Parties with respect to any of the Collateral; and
(e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising give full discharge for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiarysame. To the extent permitted by law, the Grantor The Pledgor hereby ratifies, for itself and each New Subsidiary, ratifies all that such attorney-in-fact attorney shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until for the term of this Agreement is terminatedAgreement. Nevertheless, the Pledgor shall, if so requested by the Collateral Agent, ratify and confirm all that the Collateral Agent shall lawfully do or cause to be done by virtue hereof as the Pledgor's attorney-in-fact by executing and delivering to the Collateral Agent, or to such other Person as the Collateral Agent shall direct, all documents and instruments as may be necessary or, in the judgment of the Collateral Agent, advisable for such purpose.
(b) The Pledgor further authorizes the Collateral Agent, at any time and from time to time, (i) to execute, in connection with any sale provided for hereunder, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral and (ii) to the full extent permitted by applicable law, to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Pledgor.
Appears in 1 contract
Samples: Limited Partner Pledge and Security Agreement (Panda Interfunding Corp)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor’s attorney-in-fact (in the case of any Grantor incorporated in Ireland such appointment shall be by way of security for the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementSecured Obligations), document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, from time to execute time in the Collateral Agent’s discretion, upon advice and deliver each instruction of the foregoing. Without limitation Administrative Agent (acting at the direction of the foregoingClass A Requisite Lenders) (except for item (d) below, upon the occurrence and during the continuance of an Event of Default, Default that has not been waived in writing in compliance with the Collateral Agent (on behalf terms of all Secured Parties) shall have full authority in the place and stead Section 17.2 of the Grantor and each New Subsidiary, and in Credit Agreement or if the name Facility Termination Date has occurred or been declared under the terms of any the Grantor, any such New Subsidiary or otherwiseCredit Agreement), to take any action and to execute any instrument which that the Collateral Administrative Agent (on behalf acting at the direction of all Secured Partiesthe Class A Requisite Lenders) may reasonably deem necessary or advisable (or, following the occurrence of an Event of Default that has not been waived in writing in compliance with the terms of Section 17.2 of the Credit Agreement or the occurrence or declaration of the Facility Termination Date under the terms of the Credit Agreement, that the Administrative Agent (acting at the direction of the Class A Requisite Lenders) may deem necessary or advisable) for the Collateral Agent to take to accomplish the purposes of this Agreement or to take any action and to execute any instrument as directed by the Administrative Agent (acting at the direction of the Class A Requisite Lenders) in accordance with the terms of this Agreement and the Credit Agreement, including, without limitationbut not limited to:
(a) to askask for, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance aquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New SubsidiaryCollateral;
(b) to receive receive, endorse and open all mail addressed to collect any Accounts Receivable, drafts or other instruments and documents in connection included in the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral;
(d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, including as identified to the Collateral Agent pursuant to the Opinion of Counsel described in Section 2.19 hereof in order to perfect (to the extent such concept is recognized under Applicable Law) and preserve the pledge, assignment and security interest granted hereby; and
(e) upon prior notice to use the Borrower on behalf of the Grantors, notify account debtors that the Accounts Receivable and the right, title and interest of any labelsGrantor in and under such Accounts Receivable have been assigned to Collateral Agent, Patentsand that payments thereunder shall be made directly to the Collateral Agent, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral benefit of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedSecured Parties.
Appears in 1 contract
Samples: Security Trust and Guarantee Agreement (Avolon Holdings LTD)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, hereby Grantor irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the Grantor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary Grantor or otherwise, from time to time in the Collateral Agent's discretion, to take any action and to execute any instrument which that the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation:
(a) including to ask, demand, collect, sxx xxx for, recover, compromise, receive and give acquittance acquittances and receipts for moneys due and to become due under or in connection with any Collateral of the Grantor Collateral; to receive, endorse and collect all drafts or New Subsidiary;
(b) to receive other instruments and open all mail addressed documents made payable to the Grantor in connection therewith or New Subsidiary representing any payment, dividend or other distribution in respect of the Collateral or any part thereof; and to notify postal authorities to change the address give full discharge for the delivery same, and if, in the Collateral Agent's judgment, there exists any event or circumstance that may have a material adverse effect on the value of mail to the Grantor Collateral or New Subsidiary to that of an address approved by any part thereof, the Collateral Agent (on behalf of all Secured Parties);
(c) to receivemay, indorseas such attorney-in-fact, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably to be necessary or desirable for the collection of any thereon or to enforce compliance with the terms and conditions of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties with respect to any of the Agreements Collateral; and
(e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the The Grantor hereby ratifiesacknowledges, for itself consents and each New Subsidiary, all agrees that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-the power of attorney granted pursuant to this Section 10 is irrevocable and coupled with an interest until all of the Secured Obligations have been paid in full and shall be irrevocable until this Agreement is all Liquidity Commitments have been terminated.
Appears in 1 contract
Samples: Security Agreement (Burlington Industries Inc /De/)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Pledgor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Pledgor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor or New Subsidiary, such Pledgor and in the name of the Grantor, such New Subsidiary Pledgor or otherwise, from time to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the time in Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, Agent's reasonable discretion to take any action and to execute any instrument instrument, which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable advisable, subject to the terms and conditions of this Pledge Agreement, to accomplish the purposes of this Pledge Agreement, including, without limitation:
, (a) to file one or more financing or continuation statements or amendments thereto, relative to all or part of the Pledged Collateral without the signature of such Pledgor, (b) to receive, endorse and collect all instruments made payable to such Pledgor representing any dividend, principal or interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (c) if an Event of Default shall have occurred and be continuing, to ask, demand, collect, sxx sue for, recover, compromisecompound, receive recxxxe and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) to receive, indorsePledged Collateral, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Pledged Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Pledged Collateral; and
(e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.
Appears in 1 contract
Samples: Junior Stock Pledge Agreement (Atlantic Gulf Communities Corp)
Collateral Agent Appointed Attorney-in-Fact. (a) The Grantor, on behalf of itself and each New Subsidiary of Grantor hereby appoints Collateral Agent as the Grantor, hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the ’s attorney-in-fact fact, with full authority in the place and stead of the Grantor and each such New Subsidiary upon in the occurrence name of the Grantor or otherwise, from time to time in Collateral Agent’s discretion to take any action and during to execute any instrument which Collateral Agent may deem necessary or advisable to accomplish the continuance purposes of an Event of Default. In the event this Agreement (but Collateral Agent shall not be obligated to and shall have no liability to the Grantor or any New Subsidiary fails third party for failure to execute do so or deliver in a timely manner any Transaction Document take action). Such appointment, being coupled with an interest, shall be irrevocable. The Grantor hereby ratifies all that said attorneys shall lawfully do or other agreement, document, certificate or instrument which cause to be done by virtue hereof.
(b) Without limiting the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement foregoing or any other Transaction Documentrights or powers granted by this Agreement to Collateral Agent, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf is hereby appointed the attorney-in-fact of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary which appointment as attorney-in-fact is irrevocable and coupled with an interest, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which Collateral Agent may deem necessary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and advisable during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable Default to accomplish the purposes of this Agreementhereof, including, without limitation:
(ai) to ask, demand, collect, sxx sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New SubsidiaryCollateral;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(cii) to receive, indorse, endorse and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paperdocuments and chattel paper in connection with clause (i) above;
(diii) to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent, with respect to any of the Collateral;
(iv) to execute, in connection with the sale provided for in Section 10 hereof, any endorsement, assignments, or other instruments of conveyance or transfer with respect to the Collateral; and
(ev) to use vote and give consents, ratifications and waivers with respect to the Collateral.
(c) If so requested by Collateral Agent, Grantor shall ratify and confirm any labelssuch sale or transfer by executing and delivering to Collateral Agent at Grantor’s expense all proper deeds, Patentsbills of sale, Trademarksinstruments of assignment, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter conveyance or other industrial or intellectual property rights, transfer and releases as may be designated in advertising for any such request. Following the exclusive purpose of sale repayment and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral performance of the Grantor or New Subsidiary. To Secured Obligations, Collateral Agent shall execute such documentation as is reasonable and customary to evidence the extent permitted by law, termination of the Grantor hereby ratifies, for itself and each New Subsidiary, all that such power to act as attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedfor Grantor.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the Grantor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary Collateral Agent or otherwise, from time to time in Collateral Agent's reasonable discretion to take any action and to execute any instrument which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable advisable, subject to the terms and conditions of this Agreement, to accomplish the purposes of this Agreement, including, without limitation:
(a) Subject to the last sentence of SECTION 8(d) hereof, to obtain and adjust insurance required to be maintained by the Grantor or paid to Collateral Agent pursuant to SECTION 8 hereof;
(b) Upon the occurrence of, and during the continuance of, an Event of Default, to ask, demand, collect, sxx sue for, recover, compromisecompouxx, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) Upon the occurrence of, and during the continuance of, an Event of Default, to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral or Chattel Paperin connection with clauses (a) and (b) above;
(d) Upon the occurrence of, and during the continuance of, an Event of Default, to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral;
(e) To pay or discharge taxes (other than taxes not then required to be paid or discharged by any of the agreements governing the Secured Obligations, from time to time in effect including without limitation the Secured Agreement) or Liens (other than Permitted Liens), levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its reasonable discretion, and such payments made by Collateral Agent to become obligations of the Grantor to Collateral Agent, due and payable immediately without demand;
(f) Upon the occurrence of, and during the continuance of, an Event of Default, to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; and
(eg) Upon the occurrence of, and during the continuance of, an Event of Default, generally to use sell, transfer, pledge, make any labelsagreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, Patentsand to do, Trademarksat Collateral Agent's option and the Grantor's expense, trade namesat any time, URLsor from time to time, domain namesall acts and things that Collateral Agent deems necessary to protect, industrial designs, Copyrights, customer lists, advertising matter preserve or other industrial or intellectual property rightsrealize upon the Collateral and Collateral Agent's security interest therein, in advertising for order to effect the exclusive purpose intent of sale this Agreement, all as fully and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of effectively as the Grantor or New Subsidiarymight do. To the extent permitted by law, the Grantor The Grantors hereby ratifies, for itself and each New Subsidiary, ratify all that such attorney-in-fact said attorneys shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is a power coupled with an interest and shall be irrevocable until this Agreement is terminatedirrevocable.
Appears in 1 contract
Samples: Junior Personal Property Security Agreement (Atlantic Gulf Communities Corp)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the such Grantor, such New Subsidiary Collateral Agent or otherwise, from time to execute and deliver each of the foregoing. Without limitation of the foregoingtime in Collateral Agent's discretion, effective upon the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation:
(a) to askobtain and adjust insurance required to be maintained by such Grantor or paid to Collateral Agent pursuant to the Credit Agreement;
(b) to ask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) to receive, indorse, endorse and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paperdocuments and chattel paper in connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to use pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, any labelssuch payments made by Collateral Agent to become obligations of such Grantor to Collateral Agent, Patentsdue and payable immediately without demand; and
(f) generally to sell, Trademarkstransfer, trade namespledge, URLsmake any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, domain namesand to do, industrial designsat Collateral Agent's option and Grantors' expense, Copyrightsat any time or from time to time, customer listsall acts and things that Collateral Agent deems necessary to protect, advertising matter preserve or other industrial or intellectual property rights, in advertising for realize upon the exclusive purpose of sale and selling Inventory and other Collateral and Collateral Agent's security interest therein in order to collect any amounts due under Accounts, contracts or Negotiable Collateral effect the intent of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiarythis Agreement, all that as fully and effectively as such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedGrantor might do.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the Grantor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary Collateral Agent or otherwise, from time to time in Collateral Agent's reasonable discretion to take any action and to execute any instrument which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable advisable, subject to the terms and conditions of this Agreement, to accomplish the purposes of this Agreement, including, without limitation:
(a) Subject to the last sentence of SECTION 8(d) hereof, to obtain and adjust insurance required to be maintained by the Grantor or paid to Collateral Agent pursuant to SECTION 8 hereof;
(b) Upon the occurrence of, and during the continuance of, an Event of Default, to ask, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) Upon the occurrence of, and during the continuance of, an Event of Default, to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral or Chattel Paperin connection with clauses (a) and (b) above;
(d) Upon the occurrence of, and during the continuance of, an Event of Default, to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral;
(e) To pay or discharge taxes (other than taxes not then required to be paid or discharged by any of the agreements governing the Secured Obligations, from time to time in effect including without limitation the Secured Agreement) or Liens (other than Permitted Liens), levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its reasonable discretion, and such payments made by Collateral Agent to become obligations of the Grantor to Collateral Agent, due and payable immediately without demand;
(f) Upon the occurrence of, and during the continuance of, an Event of Default, to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; and
(eg) Upon the occurrence of, and during the continuance of, an Event of Default, generally to use sell, transfer, pledge, make any labelsagreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, Patentsand to do, Trademarksat Collateral Agent's option and the Grantor's expense, trade namesat any time, URLsor from time to time, domain namesall acts and things that Collateral Agent deems necessary to protect, industrial designs, Copyrights, customer lists, advertising matter preserve or other industrial or intellectual property rightsrealize upon the Collateral and Collateral Agent's security interest therein, in advertising for order to effect the exclusive purpose intent of sale this Agreement, all as fully and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of effectively as the Grantor or New Subsidiarymight do. To the extent permitted by law, the Grantor The Grantors hereby ratifies, for itself and each New Subsidiary, ratify all that such attorney-in-fact said attorneys shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is a power coupled with an interest and shall be irrevocable until this Agreement is terminatedirrevocable.
Appears in 1 contract
Samples: Junior Personal Property Security Agreement (Atlantic Gulf Communities Corp)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, Grantor hereby irrevocably appoints Collateral Agent or its designee on behalf of itself and each New Subsidiary of the Grantor, hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the Grantor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementproxy, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, from time to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority time in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise's discretion, to take any action when directed by Grantor and to execute any instrument when directed by Grantor which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem it deems to be necessary or advisable to accomplish for accomplishing the purposes of this Agreement, Agreement including, without limitation:
, (ai) obtain and adjust insurance required to be paid to Collateral Agent, (ii) to ask, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
Collateral, (b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(ciii) to receive, indorseendorse, assign and collect any drafts or other instruments, documentsdocuments and chattel paper in connection with clause (i) or (ii) above, Negotiable Collateral or Chattel Paper;
(div) to file all applications and other documents necessary to maintain the items described in Section 2(f) in full force and effect and Grantor the authorized legal holder thereof and (v) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any Collateral. All acts of the Collateral; and
such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission (e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter other than acts or other industrial omissions constituting gross negligence or intellectual property rights, in advertising for the exclusive purpose willful misconduct). This power of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be is irrevocable until this Agreement is terminatedall of the Obligations are paid in full.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Borrower hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the Borrower's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor or New Subsidiary, Borrower and in the name of the GrantorBorrower, such New Subsidiary Collateral Agent or otherwise, from time to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the time in Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, Agent's discretion to take any action and to execute any instrument which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to obtain and adjust insurance required to be maintained by Borrower or paid to Collateral Agent pursuant to Section 8,
(b) to ask, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);Collateral,
(c) to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral or Chattel Paper;in connection with clauses (a) and (b) above,
(d) to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and,
(e) to use pay or discharge taxes or Liens, levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, and such payments made by Collateral Agent to become obligations of Borrower to Collateral Agent, due and payable immediately without demand,
(f) to sign and endorse any labelsinvoices, Patentsfreight or express bills, Trademarksbills of lading, trade namesstorage or warehouse receipts, URLsdrafts against debtors, domain namesassignments, industrial designsverifications and notices in connection with accounts and other documents relating to the Collateral,
(g) generally to sell, Copyrightstransfer, customer listspledge, advertising matter make any agreement with respect to or other industrial otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent's option and Borrower's expense, at any time, or intellectual property rightsfrom time to time, all acts and things that Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and Collateral Agent's security interest therein, in advertising for order to effect the exclusive purpose intent of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiarythis Agreement, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest as fully and shall be irrevocable until this Agreement is terminatedeffectively as Borrower might do.
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Debtor hereby irrevocably irrevocable appoints the Collateral Agent (on behalf of all Secured Parties) as the Debtor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor or New Subsidiary, Debtor and in the name of the GrantorDebtor, such New Subsidiary Collateral Agent or otherwise, from time to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the time in Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, Agent's discretion to take any action and to execute any instrument which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable after an Event of Default to accomplish the purposes of this Agreement, including, without limitation:
(a) to obtain and adjust insurance required to be paid to Collateral Agent;
(b) to ask, demand, collect, sxx sue for, recover, compromisecompound, receive and give acquittance and receipts receixxx for moneys due and to become due due, extend the time of payment of, make any allowances and other adjustments under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) to receive, indorseendorse, and collect any drafts or other instrumentsInstruments, documentsDocuments and chattel paper, Negotiable Collateral or Chattel Paperin connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to use pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, and such payments made by Collateral Agent to become obligations of Debtor to Collateral Agent, due and payable immediately without demand;
(f) to sign and endorse any labelsinvoices, Patentsfreight or express bills, Trademarksbills of lading, trade namesstorage or warehouse receipts, URLsassignments, domain namesverifications and notices in connection with Accounts and other documents relating to the Collateral;
(g) generally to sell, industrial designstransfer, Copyrightspledge, customer listsmake any reasonable allowances and other reasonable adjustments or make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, advertising matter and to do, at Collateral Agent's option and Debtor's expense, at any time or from time to time, all acts and things that Collateral Agent deems necessary to protect, preserve or realize upon the Collateral.
(h) to sign the Debtor's name on any Document, on invoices relating to any Account, on drafts against customers, on schedules of assignments of Accounts, on notices of assignment, Financing Statements under the UCC and other public records, on verifications of Accounts, and on notices to customers;
(i) to file or record in any public office notices of assignment or any other public notice required to effect this Security Agreement;
(j) to notify the post office authorities to change the address for delivery of the Debtor's mail to an address designated by Collateral Agent;
(k) to receive, open and dispose of all mail addressed to the Debtor;
(l) to discharge Taxes, liens or other industrial encumbrances at any time levied against or intellectual property rights, in advertising placed thereon;
(m) to send requests for verification of Accounts to the exclusive purpose Debtor's customers; and
(n) to do all other things Collateral Agent deems reasonably necessary or desirable to carry out the purposes of sale this Agreement. Debtor hereby ratifies and selling Inventory and other approves all acts of Collateral and to collect any amounts due under Accounts, contracts Agent made or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted taken pursuant to this Section 10 is 8. Neither Collateral Agent nor any Person designated by Collateral Agent shall be liable for any acts or omissions (except as caused by their own gross negligence or willful misconduct) or for any error of judgment or mistake of fact or law. This power, being coupled with an interest and shall be interest, is irrevocable until so long as this Agreement is terminatedshall remain in force.
Appears in 1 contract
Samples: General Security Agreement (Ultralife Batteries Inc)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the Grantor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary Collateral Agent or otherwise, from time to time in Collateral Agent's reasonable discretion to take any action and to execute any instrument which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable advisable, subject to the terms and conditions of this Agreement, to accomplish the purposes of this Agreement, including, without limitation:
(a) Subject to the last sentence of SECTION 8(D) hereof, to obtain and adjust insurance required to be maintained by the Grantor or paid to Collateral Agent pursuant to SECTION 8 hereof;
(b) Upon the occurrence of, and during the continuance of, an Event of Default, to ask, demand, collect, sxx sue for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) Upon the occurrence of, and during the continuance of, an Event of Default, to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral or Chattel Paperin connection with clauses (a) and (b) above;
(d) Upon the occurrence of, and during the continuance of, an Event of Default, to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral;
(e) To pay or discharge taxes (other than taxes not then required to be paid or discharged by any of the agreements governing the Secured Obligations, from time to time in effect including without limitation the Secured Agreement) or Liens (other than Permitted Liens), levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its reasonable discretion, and such payments made by Collateral Agent to become obligations of the Grantor to Collateral Agent, due and payable immediately without demand;
(f) Upon the occurrence of, and during the continuance of, an Event of Default, to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; and
(eg) Upon the occurrence of, and during the continuance of, an Event of Default, generally to use sell, transfer, pledge, make any labelsagreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, Patentsand to do, Trademarksat Collateral Agent's option and the Grantor's expense, trade namesat any time, URLsor from time to time, domain namesall acts and things that Collateral Agent deems necessary to protect, industrial designs, Copyrights, customer lists, advertising matter preserve or other industrial or intellectual property rightsrealize upon the Collateral and Collateral Agent's security interest therein, in advertising for order to effect the exclusive purpose intent of sale this Agreement, all as fully and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of effectively as the Grantor or New Subsidiarymight do. To the extent permitted by law, the Grantor The Grantors hereby ratifies, for itself and each New Subsidiary, ratify all that such attorney-in-fact said attorneys shall lawfully do or cause to be done by virtue hereof. Such power-of-This power of attorney granted pursuant to this Section 10 is a power coupled with an interest and shall be irrevocable until this Agreement is terminatedirrevocable.
Appears in 1 contract
Samples: Personal Property Security Agreement (Atlantic Gulf Communities Corp)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Debtor hereby irrevocably appoints the Collateral Agent, if and when a Collateral Agent is appointed (on behalf of all Secured Parties) and if not appointed, the Required Lenders), as the Debtor’s attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor or New Subsidiary, Debtor and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, Debtor to take any action and to execute any instrument which that the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or and/or advisable to accomplish under this Security Agreement and the purposes of this Default Agreement, includingas applicable, without limitationas follows:
(a) to obtain and adjust insurance required to be paid to the Secured Parties if Debtor has not done so in the ordinary course of its business;
(b) to ask, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to Collateral upon the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that occurrence of an address approved by the Collateral Agent (on behalf Event of all Secured Parties)Default;
(c) to receive, indorseendorse, and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral or Chattel Paperin connection with clauses (a) and (b) above upon the occurrence of an Event of Default;
(d) to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) Parties may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties with respect to any of the Collateral; andCollateral if Debtor has not done so in the ordinary course of its business;
(e) to use pay or discharge taxes or liens, levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, and such payments made by the Secured Parties to become obligations of Debtor to the Secured Parties, due and payable immediately without demand if Debtor has not done so in the ordinary course of its business;
(f) to sign and endorse any labelsinvoices, Patentsfreight or express bills, Trademarksbills of lading, trade namesstorage or warehouse receipts, URLsassignments, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, verifications and notices in advertising for the exclusive purpose of sale and selling Inventory connection with Accounts and other documents relating to the Collateral upon the occurrence of an Event of Default;
(g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Parties were the absolute owner thereof for all purposes, and to collect do, at the Collateral Agent’s option and Debtor’s expense, at any amounts due under Accounts, contracts time or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiaryfrom time to time, all acts and things that such attorney-in-the Collateral Agent’s deem necessary to protect, preserve or realize on the Collateral upon the occurrence of an Event of Default; and
(h) to accomplish the purposes of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Parties nor any person designated by the Secured Parties shall be liable for any acts or omissions or for any error of judgment or mistake of fact shall lawfully do or cause to be done by virtue hereoflaw. Such This power-of-attorney granted pursuant to this Section 10 is , being coupled with an interest and interest, is irrevocable so long as this Security Agreement shall be irrevocable until this Agreement is terminatedremain in force.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor’s attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the such Grantor, such New Subsidiary Collateral Agent or otherwise, from time to execute and deliver each of the foregoing. Without limitation of the foregoingtime in Collateral Agent’s discretion, effective upon the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any only at such New Subsidiary or otherwisetime, to take any action and to execute any instrument which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation:
(a) to askobtain and adjust insurance required to be maintained by such Grantor or paid to Collateral Agent pursuant to the Credit Agreement;
(b) to ask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) to receive, indorse, endorse and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paperdocuments and chattel paper in connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to use pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, any labelssuch payments made by Collateral Agent to become obligations of such Grantor to Collateral Agent, Patentsdue and payable immediately without demand; and
(f) generally to sell, Trademarkstransfer, trade namespledge, URLsmake any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, domain namesand to do, industrial designsat Collateral Agent’s option and Grantors’ expense, Copyrightsat any time or from time to time, customer listsall acts and things that Collateral Agent deems necessary to protect, advertising matter preserve or other industrial or intellectual property rights, in advertising for realize upon the exclusive purpose of sale and selling Inventory and other Collateral and Collateral Agent’s security interest therein in order to collect any amounts due under Accounts, contracts or Negotiable Collateral effect the intent of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiarythis Agreement, all that as fully and effectively as such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedGrantor might do.
Appears in 1 contract
Samples: Pledge and Security Agreement (La Quinta Properties Inc)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary Subject to the terms of the GrantorIntercreditor Agreement, each Pledgor hereby irrevocably constitutes and appoints the Collateral Agent (on behalf of all Secured Parties) as the attorney-in-fact of such Pledgor with full power of substitution either in the Grantor and each Collateral Agent’s name or in the name of such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or Pledgor to do any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, following upon the occurrence and during the continuance of an Event of Default, as directed in accordance with the Intercreditor Agreement: (a)to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b)to ask for, demand, sxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (c) [reserved]; (d)to verify facts concerning the Pledged Collateral Agent in its own name or a fictitious name; (on behalf e)to endorse checks, drafts, orders and other instruments for the payment of all Secured Parties) shall have full authority money payable to such Pledgor, representing any interest or dividend or other distribution payable in the place and stead respect of the Grantor Pledged Collateral or New Subsidiaryany part thereof or on account thereof and to give full discharge for the same; (f)to exercise all rights, powers and in remedies which such Pledgor would have, but for this Agreement, under the name Pledged Collateral; and (g)to carry out the provisions of the Grantor, such New Subsidiary or otherwise, to execute this Agreement and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including, without limitation:
(a) to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or do all acts and things and execute all documents in connection with any Collateral the name of the Grantor Pledgor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved otherwise, deemed by the Collateral Agent (on behalf as reasonably necessary, proper and convenient in connection with the preservation, perfection or enforcement of all its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent or the Secured Parties);
(c) Parties to receivemake any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral to present or Chattel Paper;
(d) to file any claims claim or notice, or to take any action with respect to the Pledged Collateral or institute any proceedings which part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Collateral Agent or any of the Collateral; and
(e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose Secured Parties. The power of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to herein is irrevocable until termination of this Section 10 is Agreement and coupled with an interest and shall be irrevocable until this Agreement is terminatedinterest.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the such Grantor, such New Subsidiary Collateral Agent or otherwise, from time to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and time in Collateral Agent's discretion during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, Default to take any action and to execute any instrument which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) upon the occurrence and during the continuance of an Event of Default, to askask for, demand, collect, sxx sue for, recover, compromisecompound, receive and give acquittance and receipts for xxx moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New SubsidiaryCollateral;
(b) to receive upon the occurrence and open all mail addressed to during the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that continuance of an address approved by the Collateral Agent (on behalf Event of all Secured Parties);
(c) Default, to receive, indorse, endorse and collect any drafts or other instrumentsInstruments, documentsDocuments, Negotiable Collateral or Chattel PaperPaper and other documents in connection with clause (a) above;
(dc) upon the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce or protect the rights of the Secured Parties Collateral Agent with respect to any of the Collateral;
(d) upon the occurrence and during the continuance of an Event of Default, to pay or discharge taxes or Liens (other than taxes not required to be discharged pursuant to the Indenture and Liens permitted under this Agreement or the Indenture) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, any such payments made by Collateral Agent to become obligations of such Grantor to Collateral Agent, due and payable immediately without demand;
(e) upon the occurrence and during the continuance of an Event of Default, to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and
(ef) upon the occurrence and during the continuance of an Event of Default, generally to use sell, transfer, pledge, make any labelsagreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, Patentsand to do, Trademarksat Collateral Agent's option and Grantors' expense, trade namesat any time or from time to time, URLsall acts and things that Collateral Agent deems necessary to protect, domain names, industrial designs, Copyrights, customer lists, advertising matter preserve or other industrial or intellectual property rights, in advertising for realize upon the exclusive purpose of sale and selling Inventory and other Collateral and Collateral Agent's security interest therein in order to collect any amounts due under Accounts, contracts or Negotiable Collateral effect the intent of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiarythis Agreement, all that as fully and effectively as such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedGrantor might do.
Appears in 1 contract
Samples: Security Agreement (Loral Space & Communications Inc.)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the attorney-in-such Grantor’s attorney in fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails from time to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the such Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary Grantor or otherwise, from time to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, time in the Collateral Agent (on behalf Agent’s reasonable discretion upon failure of all Secured Parties) shall have full authority such Grantor or the Servicer to do so in accordance with the place Loan Documents and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwiseServicing Agreements respectively, to take any action and to execute any instrument which that the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation:
(a) to askobtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 9,
(b) to ask for, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);Collateral,
(c) to receive, indorse, indorse and collect any drafts or other instruments, documentsdocuments and chattel paper, Negotiable Collateral in connection with clause (a) or Chattel Paper;(b) above, and
(d) to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may reasonably deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Secured Parties Collateral Agent with respect to any of the Collateral. The Collateral Agent shall notify the relevant Grantor of any such actions referred to in this Section 15 taken by the Collateral Agent as such Grantor’s attorney in fact; and
(e) provided that the failure to use give such notice shall not affect the validity of such actions or any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral rights of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to Collateral Agent under this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedSecurity Agreement.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the attorney-in-fact of such Grantor for the Grantor purpose of carrying out the provisions of this Agreement and each such New Subsidiary upon taking any action and executing any instrument that the occurrence Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable prior to termination of this Agreement in accordance with its terms and during coupled with an interest. Without limiting the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms generality of the Securities Purchase Agreement or any other Transaction Documentforegoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor Agent’s name or New Subsidiary, and in the name of such 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 GrantorCollateral or any part thereof; (b) to demand, such New Subsidiary collect, receive payment of, give receipt for and give discharges and releases of all or otherwise, to execute and deliver each any of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Collateral; (on behalf of all Secured Partiesc) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the GrantorCollateral; (d) to send verifications of Receivables to any account debtor in respect thereof; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any such New Subsidiary court of competent jurisdiction to collect or otherwiseotherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to take all or any action of the Collateral; (g) to notify, or to require any Grantor to notify, account debtors in respect of any Receivables to make payment directly to the Collateral Agent; and (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 execute any instrument which the Collateral Agent (on behalf of do all Secured Parties) may reasonably deem other acts and things necessary or advisable to accomplish carry out the purposes of this Agreement, includingas fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, without limitation:
(a) that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to askmake any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, demandor to present or file any claim or notice, collect, sxx for, recover, compromise, receive and give acquittance and receipts for or to take any action with respect to the Collateral or any part thereof or the moneys due and or to become due under in respect thereof or in connection with any property covered thereby. The Collateral Agent shall be accountable only for amounts actually received as a result of the exercise of the powers granted to it herein, and neither it nor any of their Related Parties shall be responsible to any Grantor for any act or New Subsidiary;
(b) failure to receive act hereunder, except for their own gross negligence or wilful misconduct. It is understood and open all mail addressed to agreed that the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery appointment of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
(c) to receive, indorse, as the agent and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
(d) to file any claims or take any action or institute any proceedings which the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties with respect to any of the Collateral; and
(e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 of the Grantors for the purposes set forth above is coupled with an interest and shall be is irrevocable until prior to termination of this Agreement is terminatedin accordance with its terms.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each ------------------------------------------- Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the attorney-such Grantor's attorney- in-fact fact, with full authority in the place and stead of the such Grantor and each in the name of such New Subsidiary Grantor, Collateral Agent or otherwise, from time to time upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver Default in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, Agent's reasonable discretion to take any action and to execute any instrument which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askobtain and adjust insurance required to be maintained on the Collateral or paid to Collateral Agent under the Credit Agreement;
(b) to ask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) to receive, indorse, indorse and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paperdocuments and chattel paper in connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to use pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its reasonable discretion, any labelssuch payments made by Collateral Agent to become obligations of such Grantor to Collateral Agent, Patentsdue and payable immediately without demand;
(f) to sign and indorse any invoices, Trademarksfreight or express bills, trade namesbills of lading, URLsstorage or warehouse receipts, domain namesdrafts against debtors, industrial designsassignments, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, verifications and notices in advertising for the exclusive purpose of sale and selling Inventory connection with Accounts and other documents relating to the Collateral; and
(g) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent's option and Grantors' expense, at any time or from time to time, all acts and things that Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and Collateral Agent's security interest therein in order to collect any amounts due under Accounts, contracts or Negotiable Collateral effect the intent of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiarythis Agreement, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest as fully and shall be irrevocable until this Agreement is terminatedeffectively as any Grantor might do.
Appears in 1 contract
Samples: Subsidiary Security Agreement (Dominos Pizza Government Services Division Inc)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor's attorney-in-fact fact, with full authority in the place and stead of the such Grantor and each in the name of such New Subsidiary upon the occurrence Grantor, Collateral Agent or otherwise, from time to time in Collateral Agent's discretion to take any action and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute any instrument that Collateral Agent may deem necessary or deliver in a timely manner any Transaction Document or other agreementadvisable to accomplish the purposes of this Agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, including without limitation:
(a) upon the occurrence and during the continuance of an Event of Default, the to obtain and adjust insurance required to be maintained by such Grantor or paid to Collateral Agent pursuant to Section 7 hereof;
(on behalf of all Secured Partiesb) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) upon the occurrence and during the continuance of an Event of Default, to receive, indorse, endorse and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paperdocuments and chattel paper in connection with clauses (a) and (b) above;
(d) upon the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to use pay or discharge taxes or Liens (other than Liens permitted under this Agreement or each of the Credit Documents) levied or placed upon the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, any labelssuch payments made by Collateral Agent to become obligations of such Grantor to Collateral Agent, Patentsdue and payable immediately without demand;
(f) upon the occurrence and during the continuance of an Event of Default, Trademarksto sign and endorse any invoices, trade namesfreight or express bills, URLsbills of lading, domain namesstorage or warehouse receipts, industrial designsdrafts against debtors, Copyrightsassignments, customer lists, advertising matter or other industrial or intellectual property rights, verifications and notices in advertising for the exclusive purpose of sale and selling Inventory connection with Accounts and other documents relating to the Collateral; and
(g) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent's option and Grantors' expense, at any time or from time to time, all acts and things that Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and Collateral Agent's security interest therein in order to collect any amounts due under Accounts, contracts or Negotiable Collateral effect the intent of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiarythis Agreement, all that as fully and effectively as such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminatedGrantor might do.
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby ------------------------------------------- irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor's attorney-in-fact fact, with full authority in the place and stead of the such Grantor and each in the name of such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor Grantor, Collateral Agent or any New Subsidiary fails otherwise, from time to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Documenttime, upon the occurrence and during the continuance of an Event of Default, the in Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, Agent's reasonable discretion to take any action and to execute any instrument which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
(a) to askobtain and adjust insurance required to be maintained by such Grantor or paid to Collateral Agent pursuant to Section 9;
(b) to ask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Collateral;
(c) to receive, indorse, indorse and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paperdocuments and chattel paper in connection with clauses (a) and (b) above;
(d) to file any claims or take any action or institute any proceedings which the that Collateral Agent (on behalf of all Secured Parties) may reasonably deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Collateral; and;
(e) to use pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its reasonable discretion, any labelssuch payments made by Collateral Agent to become obligations of such Grantor to Collateral Agent, Patentsdue and payable immediately without demand;
(f) to sign and indorse any invoices, Trademarksfreight or express bills, trade namesbills of lading, URLsstorage or warehouse receipts, domain namesdrafts against debtors, industrial designsassignments, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, verifications and notices in advertising for the exclusive purpose of sale and selling Inventory connection with Accounts and other documents relating to the Collateral; and
(g) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent's option and Grantors' expense, at any time or from time to time, all acts and things that Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and Collateral Agent's security interest therein in order to collect any amounts due under Accounts, contracts or Negotiable Collateral effect the intent of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiarythis Agreement, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest as fully and shall be irrevocable until this Agreement is terminatedeffectively as any Grantor might do.
Appears in 1 contract
Samples: Borrower Security Agreement (Dominos Pizza Government Services Division Inc)
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Grantor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Grantor’s proxy and attorney-in-fact of the Grantor and each such New Subsidiary fact, effective upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor or New Subsidiarysuch Grantor, and in the name of the such Grantor, such New Subsidiary or otherwise, from time to execute time, in the Collateral Agent’s sole and deliver each absolute discretion to do any of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary following acts or otherwise, to take any action and to execute any instrument which the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
things: (a) to ask, demand, collect, sxx for, recover, compromise, receive do all acts and give acquittance and receipts for moneys due things and to become due under execute all documents necessary or in connection with any Collateral of reasonably desirable to perfect and continue perfected the Grantor or New Subsidiary;
security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to receive do any and open all mail addressed every act which such Grantor is obligated to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties);
do under this Agreement; (c) to receiveprepare, indorsesign, file and collect record, in such Grantor’s name, any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;
financing statement covering the Collateral; (d) to file any claims or take any action or institute any proceedings which endorse and transfer the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of upon foreclosure by the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties with respect to any of the CollateralAgent; and
and (e) to use vote any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for of the exclusive purpose of sale and selling Inventory and other pledged Collateral and to collect exercise all other rights, powers, privileges and remedies to which a holder of such Collateral would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings); provided, however, that the Collateral Agent shall be under no obligation whatsoever to take any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor foregoing actions, and neither the Collateral Agent nor the Secured Parties shall have any liability or New Subsidiaryresponsibility for any act or omission (other than the Collateral Agent’s or the Secured Parties’ own gross negligence or willful misconduct) taken with respect thereto. To The above appointment of the extent permitted by law, Collateral Agent as the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause for each BVI Grantor is made by way of further security for the prompt payment in full in cash, and full performance of all the Obligations and in order to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until more fully secure the performance of each BVI Grantor’s obligations under this Agreement and in further consideration of the payment by the Collateral Agent to each BVI Grantor of $1.00 (one U.S. Dollar) (the receipt and sufficiency of which is terminatedhereby acknowledged).
Appears in 1 contract
Collateral Agent Appointed Attorney-in-Fact. The Grantor, on behalf of itself and each New Subsidiary of the Grantor, Each Pledgor hereby irrevocably appoints the Collateral Agent (on behalf of all Secured Parties) as the such Pledgor's attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreementfact, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Securities Purchase Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (on behalf of all Secured Parties) shall have with full authority in the place and stead of the Grantor or New Subsidiary, such Pledgor and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, upon the occurrence and during the continuance of an Event of DefaultPledgor, the Collateral Agent (on behalf of all Secured Parties) shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, from time to time in the Collateral Agent's discretion to take any action and to execute any instrument which that the Collateral Agent (on behalf of all Secured Parties) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation:
(a) to askfile one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without further authorization of such Pledgor;
(b) to ask for, demand, collect, sxx xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in connection with respect of any Collateral of the Grantor or New Subsidiary;
(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Collateral Agent (on behalf of all Secured Parties)Pledged Collateral;
(c) to receive, indorse, endorse and collect any drafts instruments made payable to such Pledgor representing any Dividend, principal or interest payment or other instruments, documents, Negotiable distribution in respect of the Pledged Collateral pledged by it hereunder or Chattel Paper;any part thereof and to give full discharge for the same; and
(d) to file any claims or take any action or institute any proceedings which that the Collateral Agent (on behalf of all Secured Parties) may deem reasonably necessary or desirable for the collection of any of the Pledged Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Parties Collateral Agent with respect to any of the Pledged Collateral; and
(e) . The Collateral Agent shall not exercise any powers granted pursuant to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such this appointment as attorney-in-fact shall lawfully do or cause (other than with respect to be done by virtue hereofclause (a) above) until the occurrence of and only during the continuation of an Event of Default. Such powerThis appointment as attorney-ofin-attorney granted pursuant to this Section 10 fact is a power coupled with an interest and shall be irrevocable until terminate upon the termination of this Agreement is terminatedAgreement.
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Samples: Pledge Agreement (Artistdirect Inc)
