COLLATERAL AGENT APPOINTED ATTORNEY. IN-FACT, IRREVOCABLE POWER OF ATTORNEY. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent 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 reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following: (i) upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Loan Documents; (ii) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ii) above; (iv) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; (v) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor; (vi) 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, without limitation, access 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 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 without demand; and (vii) upon the occurrence and during the continuance 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 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 reasonably necessary or appropriate 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.
Appears in 2 contracts
Samples: Pledge and Security Agreement (St Cloud Capital Partners Lp), Pledge and Security Agreement (Prolong International Corp)
COLLATERAL AGENT APPOINTED ATTORNEY. IN-FACT, IRREVOCABLE POWER OF ATTORNEY. Each Grantor Holding hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s Holding's attorney-in-fact, with full authority in the place and stead of such Grantor Holding and in the name of such GrantorHolding, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s 's discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following:
(ia) upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor Holding or paid to the Collateral Agent pursuant to the Loan Documents;Section 8,
(iib) upon the occurrence and during the continuance of any Event of Default, to ask forask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;,
(iiic) upon the occurrence and during the continuance of any Event of Default, to receive, endorse endorse, and collect any drafts or other instruments, documents and chattel paper paper, in connection with clause clauses (iia) and (b) above;,
(ivd) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;,
(ve) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(vi) 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, without limitation, access 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 the Collateral Agent in its sole discretion, any and such payments made by the Collateral Agent to become obligations of such Grantor Holding to the Collateral Agent, due and payable immediately without demand; and,
(viif) upon 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 occurrence and during the continuance of any Event of Default, Collateral,
(g) 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 the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s 's option and such Grantor’s Holding's expense, at any time time, or from time to time, all acts and things that the Collateral Agent deems reasonably necessary or appropriate to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein therein, in order to effect the intent of this Agreement, all as fully and effectively as such Grantor Holding might do.
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
COLLATERAL AGENT APPOINTED ATTORNEY. IN-FACT, IRREVOCABLE POWER OF ATTORNEY. Each Grantor Pledgor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s Pledgor's attorney-in-fact, with full authority in the place and stead of such Grantor Pledgor and in the name of such GrantorPledgor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s 's discretion to take any action action, subject to the Intercreditor Agreement, and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation, the following:
(ia) upon the occurrence and during the continuance of any an Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Loan Documents;
(ii) upon the occurrence and during the continuance of any Event of Default, to ask forask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral;
(iiib) upon the occurrence and during the continuance of any an Event of Default, to receive, endorse and collect any drafts instruments made payable to Pledgor representing any dividend or other instruments, documents distribution in respect of the Pledged Collateral or any part thereof and chattel paper in connection with clause (ii) aboveto give full discharge for the same;
(ivc) upon the occurrence and during the continuance of any an Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Pledged Collateral;
(vd) with notice to preparethe Pledgor, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(vi) 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, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Pledged 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 without demandSecured Obligations; and
(viie) upon the occurrence and during the continuance of any an Event of Default, generally to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Pledged 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 's option and such Grantor’s Pledgor's expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary or appropriate to protect, preserve or realize upon the Pledged Collateral and the Collateral Agent’s 's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor Pledgor might do.
Appears in 1 contract
COLLATERAL AGENT APPOINTED ATTORNEY. INin-FACT, IRREVOCABLE POWER OF ATTORNEY. Fact; Appointment of Collateral Agent under Puerto Rican Note Security Agreement.
(a) Each Grantor Pledgor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s the attorney-in-fact, with full authority in the place and stead fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion to take taking any action and to execute executing any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreement, including, without limitationthe foregoing, the following:
(i) Collateral Agent shall have the right, upon the occurrence and during the continuance of any an Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to with full power of substitution either in the Collateral Agent pursuant to Agent's name or in the Loan Documents;
(ii) upon the occurrence and during the continuance name of any Event of Defaultsuch Pledgor, to ask for, demand, collect, xxx for, recover, compoundcollect, receive and give acquittance for any and receipts for all moneys due and or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor representing any interest or dividend or other distribution payable in respect of any of the Collateral;
(iii) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ii) above;
(iv) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise to enforce deal with, the rights same; provided that (i) if no Event of Default has occurred and is continuing, the Collateral Agent with respect to any of the Collateral;
(v) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(vi) shall only exercise its rights under this Section 9 to take or cause to be taken all actions necessary that the Pledgors are required to perform or comply or cause performance or compliance with under this Agreement and have not performed within three Business Days after receipt by the terms Borrower of this Agreement, including, without limitation, access 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 notice from the Collateral Agent in its sole discretion, requesting that any such payments made by actions be taken and (ii) nothing herein contained shall be construed as requiring or obligating the Collateral Agent to become obligations make any commitment or to make any inquiry as to the nature or sufficiency of such Grantor to any payment received by the Collateral Agent, due and payable immediately without demand; and
(vii) upon the occurrence and during the continuance of or to present or file any Event of Defaultclaim or notice, generally or to sell, transfer, lease, license, pledge, make take any agreement action with respect to the Collateral or otherwise deal with any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the Collateral as fully exercise of the powers granted to them herein, and completely as though neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
(b) The Borrower hereby appoints the Collateral Agent were as collateral agent under the absolute owner thereof for all purposes, Puerto Rican Note Security Agreement which appointment is irrevocable and to do, at the Collateral Agent’s option coupled with an interest. The Borrower acknowledges and such Grantor’s expense, at any time or from time to time, all acts and things agrees that neither the Collateral Agent deems reasonably necessary nor its officers, directors, employees, agents or appropriate controlling persons will have any liability whatsoever to protect, preserve the Borrower for any failure to perform its duties as collateral agent under the Puerto Rican Note Security Agreement or realize upon the Collateral and the Collateral Agent’s security interest therein in order for any other act or omission to effect the intent of this Agreement, all as fully and effectively as such Grantor might doact thereunder.
Appears in 1 contract
COLLATERAL AGENT APPOINTED ATTORNEY. IN-IN- FACT, IRREVOCABLE POWER OF ATTORNEY. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s 's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time (a) upon the occurrence and during the continuance of an Event of Default or (b) with respect to any action or the execution of any instrument that Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, (i) upon the occurrence and during the continuance of a Potential Event of Default or (ii) after the fifth Business Day after Collateral Agent makes a written request to Grantor to take such action or execute such instrument (provided that Grantor fails to fully comply with such request on or prior to such fifth Business Day) in the Collateral Agent’s 's discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation, the following:
(ia) upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Loan DocumentsSection 8;
(iib) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;
(iiic) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause clauses (iia) and (b) above;
(ivd) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;
(ve) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(vi) 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, without limitation, access to pay or discharge taxes or Liens (other than Permitted LiensLiens permitted under this Agreement or the Credit Agreements) 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 without 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
(viig) upon the occurrence and during the continuance 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 the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s 's option and such Grantor’s 's expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary or appropriate to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
Appears in 1 contract
COLLATERAL AGENT APPOINTED ATTORNEY. INin-FACT, IRREVOCABLE POWER OF ATTORNEYFact . Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s the true and lawful attorney-in-fact, with full authority in the place and stead fact of such Grantor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion to take taking any action and to execute executing any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes hereof at any time after the occurrence and during the continuance of this Agreementan Event of Default, including, without limitationwhich appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the following:
(i) Collateral Agent shall have the right, upon the occurrence and during the continuance of any 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 obtain receive, endorse, assign and/or deliver any and adjust insurance required to be maintained by such Grantor all notes, acceptances, checks, drafts, money orders or paid other evidences of payment relating to the Collateral Agent pursuant or any part thereof; (b) to the Loan Documents;
(ii) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, xxx forreceive payment of, recover, compound, receive give receipt for and give acquittance discharges and receipts for moneys due and to become due under releases of all or in respect of any of the Collateral;
; (iiic) upon to sign the occurrence and during the continuance name of any Event Grantor on any invoice or xxxx of Defaultlading relating to any of the Collateral; (d) to send verifications of Accounts or Payment Intangibles to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ii) above;
(iv) upon the occurrence and during the continuance of any Event of Default, to file any claims otherwise realize on all or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the any rights in respect of the Collateral Agent with respect any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral;
; (vg) to preparenotify, signor to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent or to a Collateral Account and file for recordation adjust, settle or compromise the amount of payment of any Account or Payment Intangible; (h) to make, settle and adjust claims in any intellectual property registry, appropriate evidence respect of the lien Collateral under policies of insurance and security interest granted herein in the Intellectual Property in to endorse the name of such Grantor as assignor;
on any check, draft, instrument or any other item of payment with respect to the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; and (vii) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreementuse, including, without limitation, access 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 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 without demand; and
(vii) upon the occurrence and during the continuance of any Event of Default, generally to sell, assign, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner thereof of the Collateral for all purposes, and ; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to do, at make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent’s option , or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and none of the Collateral Agent, any other Secured Party or any Related Party of any of the foregoing shall be responsible to any Grantor for any act or failure to act hereunder, except for its own gross negligence or willful misconduct or a material breach in bad faith by it of its express obligations under this Agreement, in each case, as determined by the final non-appealable judgment of a court of competent jurisdiction. Notwithstanding anything to the contrary contained herein or in any other Credit Document, neither the Administrative Agent nor the Collateral Agent shall have any responsibility for the preparing, recording, filing, re-recording or re-filing of any financing statements (amendments or continuations) or other instruments in any public office.
SECTION .17. SECTION 6.18. General Authority of the Collateral Agent . By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such Grantor’s expenseother Collateral Documents, at any time or from time (b) to time, all acts and things confirm that the Collateral Agent deems reasonably necessary shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or appropriate to protect, preserve or realize upon the Collateral thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral Agentor any Grantor’s security interest therein obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in order this Agreement or any other Collateral Document and (d) to effect agree to be bound by the intent terms of this Agreement, all as fully any other Collateral Documents and effectively as such Grantor might doany Permitted Intercreditor Agreement then in effect. BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE SECURITY INTERESTS CREATED HEREBY, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF SECTION 9 OF THE CREDIT AGREEMENT, INCLUDING THE RIGHTS, POWERS, PRIVILEGES, PROTECTIONS, INDEMNITIES AND IMMUNITIES OF THE AGENTS, AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREIN.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Fusion Connect, Inc.)
COLLATERAL AGENT APPOINTED ATTORNEY. IN-FACT, IRREVOCABLE POWER OF ATTORNEY. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s 's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s 's discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following:
(i) upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Loan Documents;
(ii) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;
(iii) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ii) above;
(iv) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Parties and the Collateral Agent with respect to any of the Collateral;
(v) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(vi) 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, without limitation, access 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 the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Secured Parties and the Collateral Agent, due and payable immediately without demand; and
(vii) upon the occurrence and during the continuance 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 the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s 's option and such Grantor’s 's expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary or appropriate to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's and the Secured Parties' security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
Appears in 1 contract
COLLATERAL AGENT APPOINTED ATTORNEY. IN-FACT, IRREVOCABLE POWER OF ATTORNEY. Each Grantor Assignor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s Assignor's attorney-in-fact, with full authority in the place and stead of such Grantor Assignor and in the name of such GrantorAssignor, the Collateral Agent or otherwise, from time to time (a) upon the occurrence and during the continuance of an Event of Default or (b) with respect to any action or the execution of any instrument that Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, (i) upon the occurrence and during the continuance of a Potential Event of Default (as defined in any Credit Agreement) or (ii) after the fifth Business Day after Collateral Agent makes a written request to Pledgor to take such action or execute such instrument (provided that Pledgor fails to fully comply with such request on or prior to such fifth Business Day) in Collateral Agent’s 's discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation, the following:
(ia) upon the occurrence to endorse Assignor's name on all applications, documents, papers and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the instruments necessary for Collateral Agent pursuant to in the Loan Documentsuse or maintenance of the Collateral;
(iib) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;
(iiic) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (iib) above;
(ivd) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;
(ve) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(vi) 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, without limitation, access to pay or discharge taxes or Liens (other than Permitted LiensLiens permitted under this Agreement and the Credit Agreements) 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 Assignor to the Collateral Agent, due and payable immediately without demand; and
(viii) upon to execute and deliver any of the occurrence assignments or documents requested by Collateral Agent pursuant to Section 16(b), (ii) to grant or issue an exclusive or non-exclusive license to the Collateral or any portion thereof to any Person, and during the continuance of any Event of Default, (iii) otherwise 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 the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s 's option and such Grantor’s Assignor's expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary or appropriate to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor Assignor might do.
Appears in 1 contract
COLLATERAL AGENT APPOINTED ATTORNEY. IN-FACT, IRREVOCABLE POWER OF ATTORNEY. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent 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 reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following:
(i) upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Loan Documents;
(ii) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;
(iii) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ii) above;
(iv) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Parties and the Collateral Agent with respect to any of the Collateral;
(v) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(vi) 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, without limitation, access 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 the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Secured Parties and the Collateral Agent, due and payable immediately without demand; and
(vii) upon the occurrence and during the continuance 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 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 reasonably necessary or appropriate to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the Secured Parties’ security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
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COLLATERAL AGENT APPOINTED ATTORNEY. IN-FACT, IRREVOCABLE POWER OF ATTORNEYFACT AND PROXY. Each Grantor The Pledgor hereby irrevocably constitutes and appoints the Collateral Agent (such appointment being coupled and any officer or agent thereof, with an interest) full power of substitution, as such Grantor’s its true and lawful attorney-in-fact, fact and proxy with full irrevocable power and authority in the place and stead of such Grantor the Pledgor and in the name of such Grantor, the Collateral Agent Pledgor or otherwisein its own name, from time to time in the Collateral Agent’s 's discretion upon the occurrence and during the continuance of any Event of Default, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any instrument that and all documents and instruments which the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the following:
(iPledgor representing any dividend or other distribution or payment in respect of the Pledged Collateral or any part thereof and to give full discharge for the same and to vote or grant any consent in respect of the Pledged Shares authorized by Section 6(b) upon hereof; provided, however, that the occurrence and during Collateral Agent will forbear from exercising the continuance power of attorney or any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid the rights granted to the Collateral Agent pursuant to the Loan Documents;
(ii) upon the occurrence this Section 8 unless and during the continuance of any Event of Default, to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;
(iii) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ii) above;
(iv) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that until the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;
(v) to prepare, signshall have requested that Pledgor take such action, and file for recordation in any intellectual property registry, appropriate evidence Pledgor shall have failed to take such action within five (5) days of the lien and security interest granted herein in the Intellectual Property in the name its receipt of such Grantor as assignor;
(vi) request. The Pledgor hereby ratifies, to take the extent permitted by law, all that any said attorney shall lawfully do or cause to be taken done by virtue hereof. This power, being coupled with an interest, is irrevocable until the Secured Indebtedness is paid in full and all actions necessary to perform or comply or cause performance or compliance with commitments under the terms of this Agreement, including, without limitation, access 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 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 without demand; and
(vii) upon the occurrence and during the continuance 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 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 reasonably necessary or appropriate 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 doFinancing Agreements have terminated.
Appears in 1 contract
COLLATERAL AGENT APPOINTED ATTORNEY. IN-FACT, IRREVOCABLE POWER OF ATTORNEY. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead attorney of such Grantor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion to take taking any action and to execute executing any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. The Collateral Agent agrees that it will not exercise the rights granted to it by the preceding sentence unless an Event of this Agreement, including, without limitationDefault has occurred and is continuing. Without limiting the generality of the foregoing, the following:
(i) Collateral Agent shall have the right, upon the occurrence and during the continuance of any an Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to with full power of substitution either in the Collateral Agent pursuant to the Loan Documents;
(ii) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under Agent’s name or in respect of any of the Collateral;
(iii) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ii) above;
(iv) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;
(v) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(via) to take receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or cause other evidences of payment relating to be taken the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all actions necessary to perform or comply or cause performance or compliance with the terms any of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, the legality actions or validity thereof and the amounts necessary proceedings at law or in equity in any court of competent jurisdiction to discharge the same to be determined by collect or otherwise realize on all or any of the Collateral Agent or to enforce any rights in its sole discretionrespect of any Collateral; (f) to settle, compromise, compound, adjust or defend any such payments made by actions, suits or proceedings relating to all or any of the Collateral Agent Collateral; (g) to become obligations of such notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, due and payable immediately without demand; and
(vii) upon the occurrence and during the continuance of any Event of Default, generally to sell, assign, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner thereof of the Collateral for all purposes, and ; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to do, at make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent’s option and such Grantor’s expense, at or to present or file any time claim or from time notice, or to time, all acts and things that take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent deems reasonably necessary or appropriate to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to effect the intent of this Agreementthem herein, all as fully and effectively as such neither they nor their officers, directors, employees or agents shall be responsible to any Grantor might dofor any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
Appears in 1 contract
COLLATERAL AGENT APPOINTED ATTORNEY. INin-FACT, IRREVOCABLE POWER OF ATTORNEY. Fact; Appointment of Collateral Agent under Puerto Rican Note Security Agreement.
(a) Each Grantor Pledgor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s the attorney-in-fact, with full authority in the place and stead fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion to take taking any action and to execute executing any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreement, including, without limitationthe foregoing, the following:
(i) Collateral Agent shall have the right, upon the occurrence and during the continuance of any an Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to with full power of substitution either in the Collateral Agent pursuant to Agent's name or in the Loan Documents;
(ii) upon the occurrence and during the continuance name of any Event of Defaultsuch Pledgor, to ask for, demand, collect, xxx for, recover, compoundcollect, receive and give acquittance for any and receipts for all moneys due and or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor representing any interest or dividend or other distribution payable in respect of any of the Collateral;
(iii) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ii) above;
(iv) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise to enforce deal with, the rights same; provided that (i) if no Event of Default has occurred and is continuing, the Collateral Agent with respect to any of the Collateral;
(v) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(vi) shall only exercise its rights under this Section 9 to take or cause to be taken all actions necessary that the Pledgors are required to perform or comply or cause performance or compliance with under this Agreement and have not performed within three Business Days after receipt by the terms Borrower of this Agreement, including, without limitation, access 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 notice from the Collateral Agent in its sole discretion, requesting that any such payments made by actions be taken and (ii) nothing herein contained shall be construed as requiring or obligating the Collateral Agent to become obligations make any commitment or to make any inquiry as to the nature or sufficiency of such Grantor to any payment received by the Collateral Agent, due and payable immediately without demand; and
(vii) upon the occurrence and during the continuance of or to present or file any Event of Defaultclaim or notice, generally or to sell, transfer, lease, license, pledge, make take any agreement action with respect to the Collateral or otherwise deal with any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the Collateral as fully exercise of the powers granted to them herein, and completely as though neither they nor their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.
(b) The Borrower hereby appoints the Collateral Agent were as collateral agent under the absolute owner thereof for all purposes, Puerto Rican Note Security Agreement which appointment is irrevocable and to do, at the Collateral Agent’s option coupled with an interest. The Borrower acknowledges and such Grantor’s expense, at any time or from time to time, all acts and things agrees that neither the Collateral Agent deems reasonably necessary nor its officers, directors, employees, agents or appropriate controlling persons will have any liability whatsoever to protect, preserve the Borrower for any failure to perform its duties as collateral agent under the Puerto Rican Note Security Agreement or realize upon the Collateral and the Collateral Agent’s security interest therein in order for any other act or omission to effect the intent of this Agreement, all as fully and effectively as such Grantor might doact thereunder. SECTION 10.
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COLLATERAL AGENT APPOINTED ATTORNEY. IN-FACT, IRREVOCABLE POWER OF ATTORNEY. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s 's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time (a) upon the occurrence and during the continuance of an Event of Default or (b) with respect to any action or the execution of any instrument that Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, (i) upon the occurrence and during the continuance of a Potential Event of Default or (ii) after the fifth Business Day after Collateral Agent makes a written request to Grantor to take such action or execute such instrument (provided that Grantor fails to fully comply with such request on or prior to such fifth Business Day) in the Collateral Agent’s 's discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation, the following:
(ia) upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Loan DocumentsSection 8;
(iib) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;
(iiic) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause clauses (iia) and (b) above;
(ivd) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;
(ve) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(vi) 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, without limitation, access to pay or discharge taxes or Liens (other than Permitted LiensLiens permitted under this Agreement or the Credit Agreements) 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 without 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
(viig) upon the occurrence and during the continuance 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 the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s 's option and such Grantor’s 's expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary or appropriate to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
Appears in 1 contract
COLLATERAL AGENT APPOINTED ATTORNEY. IN-FACT, IRREVOCABLE POWER OF ATTORNEY. Each Grantor Pledgor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s Pledgor's attorney-in-fact, with full authority in the place and stead of such Grantor Pledgor and in the name of such GrantorPledgor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s 's discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation, the following:: CEA Stock Pledge Agreement
(ia) upon the occurrence and during the continuance of any an Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Loan Documents;
(ii) upon the occurrence and during the continuance of any Event of Default, to ask forask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral;
(iiib) upon the occurrence and during the continuance of any an Event of Default, to receive, endorse and collect any drafts instruments made payable to Pledgor representing any dividend, principal or interest payment or other instruments, documents distribution in respect of the Pledged Collateral or any part thereof and chattel paper in connection with clause (ii) aboveto give full discharge for the same;
(ivc) upon the occurrence and during the continuance of any an Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Pledged Collateral;
(vd) with notice to preparethe Pledgor, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(vi) 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, without limitation, access to pay or discharge taxes or Liens (other than Permitted LiensLiens permitted under this Agreement or the Credit Documents) levied or placed upon or threatened against the Pledged 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 Pledgor to the Collateral Agent, due and payable immediately without demand; and
(viie) upon the occurrence and during the continuance of any an Event of Default, generally to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Pledged 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 's option and such Grantor’s Pledgor's expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary or appropriate to protect, preserve or realize upon the Pledged Collateral and the Collateral Agent’s 's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor Pledgor might do.
Appears in 1 contract
COLLATERAL AGENT APPOINTED ATTORNEY. IN-FACT, IRREVOCABLE POWER OF ATTORNEY. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s 's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time (a) upon the occurrence and during the continuance of an Event of Default or (b) with respect to any action or the execution of any instrument that Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, (i) upon the occurrence and during the continuance of a Potential Event of Default (as defined in any Credit Agreement) or (ii) after the fifth Business Day after Collateral Agent makes a written request to Grantor to take such action or execute such instrument (provided that Grantor fails to fully comply with such request on or prior to such fifth Business Day) in Collateral Agent’s 's discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation, the following:
(ia) upon the occurrence to endorse Grantor's name on all applications, documents, papers and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the instruments necessary for Collateral Agent pursuant to in the Loan Documentsuse or maintenance of the Collateral;
(iib) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;
(iiic) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (iib) above;
(ivd) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;
(ve) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as assignor;
(vi) 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, without limitation, access to pay or discharge taxes or Liens (other than Permitted LiensLiens permitted under this Agreement and the Credit Agreements) 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 without demand; and
(viii) upon to execute and deliver any of the occurrence assignments or documents requested by Collateral Agent pursuant to Section 16(b), (ii) to grant or issue an exclusive or non-exclusive license to the Collateral or any portion thereof to any Person, and during the continuance of any Event of Default, (iii) otherwise 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 the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s 's option and such Grantor’s 's expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary or appropriate to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
Appears in 1 contract
