Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor hereby makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) the attorney-in-fact of the Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (iii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties. (b) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21.
Appears in 6 contracts
Samples: Pledge Agreement (Graftech International LTD), Pledge Agreement (Graftech International LTD), Pledge Agreement (Graftech International LTD)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following upon the occurrence and continuation of an Event of Default:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable;
(ii) in the case of any 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 Secured Parties’ Security Interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) execute, in connection with any sale provided for in this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the rightdirect; (B) ask or demand for, but only upon the occurrence collect, and during the continuance receive payment of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rightsreceipt for, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notesmoneys, acceptancesclaims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, checksfreight or express bills, draftsbills of lading, money orders storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or documents in connection with any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things which the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received Parties’ Security Interests therein and to effect the intent of this Agreement, all as a result of the exercise of the powers granted to them herein, fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.01(a).
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions taken pursuant to the terms of this Agreement, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due 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 payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted by virtue hereof in accordance with Section 11(a6.01(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released in accordance with Section 21released.
Appears in 4 contracts
Samples: First Lien Collateral Agreement (Global Geophysical Services Inc), Second Lien Collateral Agreement (Global Geophysical Services Inc), First Lien Collateral Agreement (Global Geophysical Services Inc)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish Loan Documents, to, upon the purposes hereof at any time after occurrence of and during the continuance continuation of an Event of Default, which appointment is irrevocable (until termination take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement in accordance with Section 21) and coupled with an interest. Without the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent shall have (as so directed by the Administrative Agent) and its Related Persons the power and right, but only upon on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the occurrence and during the continuance of following, in all cases solely, when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and written notice indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Pledgor of its intent Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to exercise such rightsevidence, with full power of substitution either in effect, publicize or record the Collateral Agent’s name security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or in represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the name terms of the Pledgor Credit Agreement (i) to receive, endorse, assign and/or deliver any and including all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (iii) to commence premiums therefor and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral and costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to settle, compromise, compound, adjust effect or defend otherwise necessary or appropriate in relation to evidence the Sale of any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21.or
Appears in 3 contracts
Samples: Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Party thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and of the Loan Documents, in each case during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Party the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property (including any IP Ancillary Rights) or any IP Licenses included in the Collateral, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest, in favor of and for the benefit of Lenders and the other Secured Parties, in such Intellectual Property or IP Licenses and the goodwill and general intangibles of such Grantor relating thereto or represented thereby and the Collateral Agent’s (on behalf of Lenders and the other Secured Parties) rights and remedies with respect thereto;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or obtain or pay any insurance called for by the terms of the Loan Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivD) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (E) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (F) assign or license any Intellectual Property included in the Collateral on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment or license and (G) generally, sell, assign, license, convey, transfer or xxxxx x Xxxx on, make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action contractual obligation with respect to and otherwise deal with, any Collateral as fully and completely as though 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 on behalf of Lenders and the other Secured Parties shall be accountable only were the absolute owner thereof for amounts actually received as a result all purposes and do, at the Collateral Agent’s option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Collateral Agent’s, in favor of and for the benefit of Lenders and the other Secured Parties, security interests therein and to effect the intent of the exercise of the powers granted Loan Documents, all as fully and effectively as such Grantor might do.
(vi) If any Grantor fails to them perform or comply with any contractual obligation contained herein, and neither they nor their Related Parties shall be responsible the Collateral Agent, at its option, but without any obligation so to the Pledgor for any act do, may perform or failure to act hereundercomply, except for their own gross negligenceor otherwise cause performance or compliance, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partieswith such contractual obligation.
(b) The Pledgor reasonable and documented out-of-pocket expenses of the Collateral Agent and any Lender and other Secured Party incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at the Default Rate, from the date of payment by such Person to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to such Person on demand.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the indefeasible payment in full of the Secured Obligations (other than inchoate indemnity obligations), this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 2 contracts
Samples: Loan Agreement (Global Blood Therapeutics, Inc.), Loan Agreement (Global Blood Therapeutics, Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Contract, account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent's security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.6, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (H) take any of the Collateral; provided that nothing herein contained shall be construed actions described in Sections 6.2 and 6.4, and (I) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as requiring or obligating fully and completely as though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by absolute owner thereof for all purposes and do, at the Collateral Agent's option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Parties' security interests therein and to effect the intent of the exercise of the powers granted to them hereinLoan Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.6 (Interest) of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable to the Collateral Agent in accordance with Section 4 of the Multiparty Agreement.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby Secured Obligations are released indefeasibly paid in accordance with Section 21full.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Cinedigm Digital Cinema Corp.), Guaranty and Security Agreement (Cinedigm Digital Cinema Corp.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each European Guarantor hereby makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) the attorney-in-fact of the Pledgor each European Guarantor for the purpose of carrying out the provisions of this Agreement European Guarantee and taking any action and executing any instrument that the 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, which appointment is irrevocable (until termination of this Agreement European Guarantee in accordance with Section 2131) and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor each European Guarantor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor each European Guarantor (ia) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (iib) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (iiic) to sign the name of any European Guarantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral and Collateral, (ive) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the CollateralCollateral and (f) to make, settle and adjust claims in respect of Collateral under policies of insurance, endorsing the name of such European Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor any European Guarantor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21.
Appears in 2 contracts
Samples: European Guarantee and Luxembourg Security Agreement (Graftech International LTD), European Guarantee and Luxembourg Security Agreement (Graftech International LTD)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor for the purpose name of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary such Grantor or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Defaultin its own name, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of any Event of Default, for the purpose of carrying out the terms of the Indenture Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Indenture Documents, and, without limiting the generality of the foregoing and subject to the terms of the Intercreditor Agreement, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and written notice indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Pledgor of its intent Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to exercise such rightsevidence, with full power of substitution either in effect, publicize or record the Collateral Agent’s name security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or in represented thereby, to the name extent that such Intellectual Property is not Excluded Property;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Pledgor Indenture (iincluding all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any document to receive, endorse, assign and/or deliver effect or otherwise necessary or appropriate in relation to evidence the sale of any and all notes, acceptances, checks, drafts, money orders Collateral;
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or other evidences of payment relating to become due thereunder directly to the Collateral Agent or any part thereofas the Collateral Agent shall direct, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, assign, convey, transfer or xxxxx x Xxxx on, make any commitment Contractual Obligation with respect to and otherwise deal with, any 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, at any time or from time to make time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any inquiry Collateral and the Secured Parties’ security interests therein and to effect the intent of the Indenture Documents, all as fully and effectively as such Grantor might do; or
(vi) If any Grantor fails to the nature perform or sufficiency of comply with any payment received by Contractual Obligation contained herein or any other Indenture Document, the Collateral Agent, at its option, but without any obligation so to do, may perform or to present or file any claim or noticecomply, or to take any action otherwise cause performance or compliance, with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Contractual Obligation.
(b) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1 shall be payable by such Grantor to the Collateral Agent within five (5) Business Days after demand.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to by virtue of this Section 6.1 and in accordance with the power of attorney granted in Section 11(a)terms herein. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 2 contracts
Samples: Security Agreement (Thermon Holding Corp.), Security Agreement (Thermon Holding Corp.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Party thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and of the Loan Documents, in each case during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Party the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property (including any IP Ancillary Rights) or any IP Licenses included in the Collateral, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest, in favor of and for the benefit of Lenders and the other Secured Parties, in such Intellectual Property or IP Licenses and the goodwill and general intangibles of such Grantor relating thereto or represented thereby and the Collateral Agent’s (on behalf of Lenders and the other Secured Parties) rights and remedies with respect thereto;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or obtain or pay any insurance called for by the terms of the Loan Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivD) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (E) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (F) assign or license any Intellectual Property included in the Collateral on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment or license and (G) generally, sell, assign, license, convey, transfer or xxxxx x Xxxx on, make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action contractual obligation with respect to and otherwise deal with, any Collateral as fully and completely as though 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 on behalf of Lenders and the other Secured Parties shall be accountable only were the absolute owner thereof for amounts actually received as a result all purposes and do, at the Collateral Agent’s option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Collateral Agent’s, in favor of and for the benefit of Lenders and the other Secured Parties, security interests therein and to effect the intent of the exercise of the powers granted Loan Documents, all as fully and effectively as such Grantor might do.
(vi) If any Grantor fails to them perform or comply with any contractual obligation contained herein, and neither they nor their Related Parties shall be responsible the Collateral Agent, at its option, but without any obligation so to the Pledgor for any act do, may perform or failure to act hereundercomply, except for their own gross negligenceor otherwise cause performance or compliance, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partieswith such contractual obligation.
(b) The Pledgor Without limiting the generality of Section 2.4 of the Loan Agreement, the Lender Expenses and any other reasonable and documented out-of-pocket expenses of the Collateral Agent and any Lender and other Secured Party incurred in connection with the taking of any actions pursuant to or as otherwise contemplated by this Section 7.1, together with, solely in the event any Grantor fails to pay any of the Obligations when due or upon the commencement and during the continuance of an Insolvency Proceeding of the Borrower or, at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, interest thereon at the Default Rate, from the date of payment by such Person to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to such Person in accordance with Section 2.4 of the Loan Agreement.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the indefeasible payment in full of the Secured Obligations (other than inchoate indemnity obligations), this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 2 contracts
Samples: Loan Agreement (Sarepta Therapeutics, Inc.), Guaranty and Security Agreement (Sarepta Therapeutics, Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 (Code and Other Remedies) or 5.5 (Registration Rights), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromisecompromise or adjust any such suit, compoundaction or proceeding and, adjust in connection therewith, give such discharges or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any commitment agreement with respect to or to make otherwise deal with any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained in this Agreement, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC.
(c) The Pledgor reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate of interest provided in Sections 2.10(a)(i) and (c) (Rate of Interest; Default Interest) of the Credit Agreement, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Knology Inc), Pledge and Security Agreement (Knology Inc)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Wholly Owned Opco Guarantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (Agent, with full power of substitution, as its true and all officers, employees or agents designated by the Collateral Agent) the lawful attorney-in-fact with full irrevocable power and authority in the place and stead of each Wholly Owned Opco Guarantor and in the Pledgor name of such Wholly Owned Opco Guarantor or in its own name as long as any Obligations remain outstanding, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Wholly Owned Opco Guarantor hereby gives the Collateral Agent and its directors, officers and employees the power and right, on behalf of any Wholly Owned Opco Guarantor, without notice to or assent by any Wholly Owned Opco Guarantor, to do any of the following:
(i) in the name of any Wholly Owned Opco Guarantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to any Wholly Owned Opco Guarantor, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of any Wholly Owned Opco Guarantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for herein, any document to effect, or otherwise necessary or appropriate to evidence, the sale of any Collateral;
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against any Wholly Owned Opco Guarantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by any Wholly Owned Opco Guarantor throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, xxxxx x Xxxx on, make any commitment or Contractual Obligation with respect to make and otherwise deal with, any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to present time, all acts and things that the Collateral Agent deems necessary to protect, preserve or file realize upon any claim or noticeCollateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, or to all as fully and effectively as any Wholly Owned Opco Guarantor might do; or
(vi) take any action actions which any Wholly Owned Opco Guarantor might do on its behalf with respect to the Collateral or any part thereof and to exercise any or all of any Wholly Owned Opco Guarantor’s rights and remedies under any or all of the Loan Documents or the moneys due Project Documents, in each case, as the Collateral Agent may deem [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. necessary or advisable to become due in respect thereof accomplish the purposes of this Agreement or any property covered thereby. The other Loan Document; provided, however, that the Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result may not exercise any of the exercise aforementioned rights unless an Event of the powers granted to them herein, Default has occurred and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiesis continuing.
(b) If any Wholly Owned Opco Guarantor fails to timely perform or comply with any obligation contained in any Loan Document relating to the Collateral (after, if applicable, providing notice and opportunity to cure), the Collateral Agent, at its option, but without any obligation to do so, may perform or comply, or otherwise cause performance or compliance, with such obligation; provided, however, that the Collateral Agent may not exercise any of the rights under this clause (b) unless an Event of Default has occurred and is continuing
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this 6)a), including reasonable and documented attorneys’ fees and disbursements, shall be payable by the Wholly Owned Opco Guarantors to the Collateral Agent on demand.
(d) Each Wholly Owned Opco Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in Section 11(athis 6)a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released released.
(e) Each Wholly Owned Opco Guarantor hereby acknowledges and agrees that the Collateral Agent shall have no fiduciary duties to any Wholly Owned Opco Guarantor in accordance with Section 21acting pursuant to this power of attorney and each Wholly Owned Opco Guarantor hereby waives any claims or rights of a beneficiary of a fiduciary relationship hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Note Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultNote Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under with respect to any Pledged Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due with respect to any Pledged Collateral whenever payable;
(ii) pay or discharge taxes and Liens levied or placed on or threatened against any Pledged Collateral or pay any insurance called for by the terms of the Note Purchase Agreement (including all or any part of the premiums therefor and the costs thereof);
(iii) execute, in connection with any sale provided for in Section 6.1 or Section 6.4, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Pledged Collateral; or
(iv) (A) direct any party liable for any payment under any Pledged Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Pledged Collateral, (iiiC) to commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or and to enforce any rights other right in respect of any Collateral and Pledged Collateral, (ivD) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Pledged Collateral, (E) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent to may deem appropriate and (F) generally, sell, assign, convey, transfer or xxxxx x Xxxx on, make any commitment Contractual Obligation with respect to and otherwise deal with, any Pledged 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, at any time or from time to make time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any inquiry Pledged Collateral and the Secured Parties’ security interests therein and to effect the intent of the Note Documents, all as fully and effectively as such Grantor might do.
(v) If any Grantor fails to the nature perform or sufficiency of comply with any payment received by Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or to present or file any claim or noticecomply, or to take any action otherwise cause performance or compliance, with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered therebysuch Contractual Obligation. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of agrees that except in connection with the exercise of the any powers granted to them hereinin clause (ii) above, it shall not exercise any power or authority granted under the Power of Attorney provided for in this Section 7.1(a) unless an Event of Default has occurred and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiesis continuing.
(b) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.04(b) of the Note Purchase Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Deerfield Triarc Capital Corp)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Credit Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultCredit Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, the each Grantor hereby gives Collateral Agent shall have and its Related Persons the power and right, but only upon on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the occurrence and during following (in the continuance case of an Event of Default and written notice by the Collateral Agent licensed Intellectual Property, subject to the Pledgor terms, conditions and limitations of its intent any contract or agreement to exercise which any such rights, Grantor is a party with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) respect to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the such Collateral or any part thereof) when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to demandthe Grantors constituting Collateral, collectexecute, receive payment ofdeliver and have recorded any document that Collateral Agent may request to evidence, give receipt effect, publicize or record Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for and give discharges and releases by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to Collateral Agent or as Collateral Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (iiiC) to sign and indorse any invoice, freight or express bxxx, bxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or, to the extent permitted under the applicable agreement, any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as Collateral Agent shall in its sole discretion determine (in the case of licensed Intellectual Property, subject to the terms, conditions and limitations of any IP License to which the Grantor is a party with respect to Collateral or any part thereof thereof), including the execution and filing of any document necessary to effectuate or the moneys due record such assignment and (H) generally, sell, assign, convey, transfer or gxxxx x Xxxx on, make any Contractual Obligation with respect to become due in respect thereof or and otherwise deal with, any property covered thereby. The Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes and do, at Collateral Agent’s option, at any time or from time to time, all acts and things that Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the other Secured Parties shall be accountable only for amounts actually received as a result Parties’ security interests therein and to effect the intent of the exercise of the powers granted Credit Documents, all as fully and effectively as such Grantor might do.
(vi) If any Grantor fails to them perform or comply with any Contractual Obligation contained herein, and neither they nor their Related Parties shall be responsible Collateral Agent, at its option, but without any obligation so to the Pledgor for any act do, may perform or failure to act hereundercomply, except for their own gross negligenceor otherwise cause performance or compliance, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partieswith such Contractual Obligation.
(b) The Pledgor reasonable and documented out-of-pocket expenses of Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate set forth in, and in accordance with, Section 2.6 of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to Collateral Agent on demand.
(c) Each Grantor hereby ratifies ratifies, to the maximum extent permitted by applicable law, all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)6.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released (or, if earlier, with respect to any particular Collateral, until termination of Collateral Agent’s security interest with respect thereto as provided in accordance with Section 217.2).
Appears in 1 contract
Samples: Pledge and Security Agreement (Waitr Holdings Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Borrower hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Borrower and in the name of the Borrower or in its own name, at any time and from time to time in the Collateral Agent’s discretion, for the purpose of carrying out the provisions terms of this Agreement the Loan Documents, for the benefit of the Secured Parties and taking at the expense of the Borrower, to take any and all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at of any time after and during the continuance of an Event of DefaultLoan Document, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by Borrower hereby gives the Collateral Agent the power and right, on behalf of the Borrower, without notice to or assent by the Pledgor Borrower, to take any of its intent the actions described in Section 10.03 and to exercise such rights, with full power do any of substitution either the following:
(a) (i) in the Collateral AgentBorrower’s name or in its own name, instruct the Custodian to demand withdrawal or redemption of Borrower’s Equity Interest in any Investment Funds or (ii) in the Borrower’s name or in its own name, instruct the issuer of any such Investment Funds to withdraw or redeem Borrower’s Equity Interest in such Investment Fund and, in each case, to receive, endorse and collect all proceeds of withdrawals or redemptions of such Investments;
(b) in the name of the Pledgor Borrower or its own name, or otherwise, to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account (other than Excluded Accounts), Instrument, Chattel Paper, General Intangible or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account (other than Excluded Accounts), Instrument, Chattel Paper, General Intangible or with respect to any other Collateral whenever payable;
(c) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral called for by the terms of this Credit and Security Agreement;
(d) to execute, in connection with any sale provided for in Section 10.03 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(i) to receive, endorse, assign and/or deliver direct any party liable to make any payment under any of the Collateral to make payment of any and all notes, acceptances, checks, drafts, money orders moneys due or other evidences of payment relating to become due thereunder directly to the Collateral Agent or any part thereof, as the Collateral Agent shall direct; (ii) to demandask or demand for, collect, receive payment of, give receipt for and give discharges acquittance for payment of and releases receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of all or arising out of any Collateral; (iii) to sign and indorse any invoices, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral, ; (iiiiv) to commence commence, compound and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any proceeds thereof and to enforce any other right in respect of any Collateral; (v) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (vi) to settle, compromise or adjust any such suit, action or proceeding and, in connection with the Collateral, to give such discharges or releases or to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto as the Collateral Agent may deem appropriate; and (vii) generally, to sell, charge, transfer, pledge and make any agreement with respect to or otherwise realize on all or 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 the Borrower’s expense, at any time, or from time to enforce any rights in respect of any time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any the Collateral Agent’s Liens thereon for the ratable benefit of the Collateral; provided that nothing herein contained shall be construed Secured Parties and to effect the intent of the Loan Documents, all as requiring or obligating fully and effectively as the Borrower might do.
(f) To the extent permitted under applicable laws, the Borrower hereby authorizes the Collateral Agent to make execute and file, in the name of the Borrower (and any commitment trustee, trust or other legal entity or subdivision referenced therein) with or without its signature, as applicable, UCC financing and continuation statements that indicate the Collateral (i) as all assets of such Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and any other filing, recording or registration (including any filing, recording or registration that may be necessary or appropriate under Section 4.02(d) that the Collateral Agent in its sole discretion may deem necessary or appropriate to make any inquiry as further protect or maintain the perfection of its security interest in the Collateral). Anything in this Section 10.05 to the nature or sufficiency of any payment received by contrary notwithstanding, the Collateral Agent, or to present or file Agent agrees that it will not exercise any claim or notice, or to take any action with respect to rights under the Collateral or any part thereof or the moneys due or to become due power of attorney provided for in respect thereof or any property covered therebythis Section 10.05 unless an Event of Default has occurred and is continuing. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) The Pledgor Borrower hereby ratifies all that said attorneys attorneys-in-fact shall lawfully do or cause to be done pursuant to the by virtue hereof. This power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are is a power coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21irrevocable.
Appears in 1 contract
Samples: Credit and Security Agreement (BlackRock Hedge Fund Guided Portfolio Solution)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, the Grantor hereby gives the Collateral Agent the power US_ACTIVE:\43906857\08\79831.0003 and right, on behalf of the Grantor, without notice to or assent by the Grantor, to do any of the following:
(i) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);
(ii) execute, in connection with any sale provided for in Section 5.1 (Code and Other Remedies), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; and
(iii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivD) defend any suit, action or proceeding brought against the Grantor with respect to any Collateral, (E) settle, compromisecompromise or adjust any such suit, compoundaction or proceeding and, adjust in connection therewith, give such discharges or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed releases as requiring or obligating the Collateral Agent to may deem appropriate, and (F) generally, sell, transfer, pledge and make any commitment agreement with respect to or to make otherwise deal with any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and the Grantor’s expense, at any time, or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.3 shall be payable by the Grantor to the Collateral Agent pursuant to the Intercreditor Agreement.
(d) The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21.released. US_ACTIVE:\43906857\08\79831.0003
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Contract, account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent's security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (H) take any of the Collateral; provided that nothing herein contained shall be construed actions described in Sections 6.2 and 6.4, and (I) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as requiring or obligating fully and completely as though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by absolute owner thereof for all purposes and do, at the Collateral Agent's option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Parties' security interests therein and to effect the intent of the exercise of the powers granted to them hereinLoan Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.6 (Interest) of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable to the Collateral Agent in accordance with Section 4 of the Multiparty Agreement.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby Secured Obligations are released indefeasibly paid in accordance with Section 21full.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent shall have the power and right, but only on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following upon the occurrence and during the continuance continuation of an Event of Default Default:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and written notice indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or material Contractual Obligation subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or material Contractual Obligation subject to a Security Interest or with respect to any other Collateral whenever payable;
(ii) in the Pledgor case of its intent any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to exercise such rights, with full power of substitution either in evidence the Collateral Agent’s name security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) to vote for a shareholder resolution, to sign and endorse any assignments, proxies, stock powers, verifications, notices and other documents relating to the Investment Property or Partnership/LLC Interests, to sign an instrument in writing sanctioning the transfer of any or all of the Investment Property or Partnership/LLC Interests into the name of the Pledgor Collateral Agent or one or more of the holders of the Obligations or into the name of any transferee to whom the Investment Property or Partnership/LLC Interests or any part thereof may be sold pursuant to Article 5 hereof;
(iv) to receiveexchange any of the Investment Property or Partnership/LLC Interests or other property upon any merger, endorseconsolidation, assign and/or deliver reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Investment Property or Partnership/LLC Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Collateral Agent may reasonably deem appropriate;
(vi) execute, in connection with any sale provided for in this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(vii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all notes, acceptances, checks, drafts, money orders moneys due or other evidences of payment relating to become due thereunder directly to the Collateral Agent or any part thereof, as the Collateral Agent shall direct; (iiB) to demandask or demand for, collect, and receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral; (C) 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 any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any Agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things which the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon 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 Collateral Agent’s Security Interests therein and to effect the intent of this Agreement, all as a result of the exercise of the powers granted to them herein, fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a); provided that promptly after the taking of any such action the Collateral Agent shall use commercially reasonable efforts to notify such Grantor thereof; provided, further, that the failure of the Collateral Agent to so notify such Grantor shall not affect the rights of the Collateral Agent in any manner whatsoever.
(c) The Pledgor reasonable expenses of the Collateral Agent or any Lender (including reasonable and documented attorneys’ fees and out-of-pocket expenses) incurred in connection with actions taken pursuant to the terms of this Agreement, shall be payable by such Grantor to the Collateral Agent or such Lender on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted by virtue hereof in accordance with Section 11(a6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Each Pledgor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Pledgor and in the name of such Pledgor or in its own name, from time to time in the Collateral Agent's discretion, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, hereby gives the Collateral Agent shall have the power and right, but only on behalf of such Pledgor without notice to or assent by such Pledgor to do the following:
(i) upon the occurrence and continuation of an Event of Default to ask, demand, collect, receive and give acceptances and receipts for any and all moneys due and to become due with respect to the Collateral and, in the name of such Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to the Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise as deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due with respect to the Collateral or whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and
(iii) upon the occurrence and during the continuance of an Event of Default Default, (A) to direct any Person liable for any payment to any Pledgor with respect to the Collateral to make payment of any and written notice by all moneys due and to become due thereunder directly to the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in or as the Collateral Agent’s name or in the name of the Pledgor Agent shall direct; (iB) to receive, endorse, assign and/or deliver receive payment of and receipt for any and all notesmoneys, acceptancesclaims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and indorse any invoices, checksdrafts against debtors, draftsassignments, money orders or verifications and notices in connection with accounts and other evidences of payment documents relating to the Collateral or any part thereof, Collateral; (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (iiiD) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21.;
Appears in 1 contract
Samples: Senior Secured Acquisition Term Loan Credit Agreement (El Paso Energy Partners Lp)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Subject to the last sentence of this Section 6.1(a), each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent shall have the power and right, but only upon on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the occurrence following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and during indorse and collect any check, draft, note, acceptance or other instrument for the continuance payment of an Event moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of Default and written notice law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the Pledgor case of its intent any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to exercise such rights, with full power of substitution either in evidence the Collateral Agent’s name security interests in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or in represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the name Collateral, effect any repair or pay any insurance called for by the terms of the Pledgor this Agreement (i) to receive, endorse, assign and/or deliver any and including all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (iii) to commence premiums therefor and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral and costs thereof);
(iv) to settleexecute, compromisein connection with any sale provided for in Section 5.1 (Code and Other Remedies) or 5.5 (Registration Rights), compoundany endorsement, adjust assignment or defend any actions, suits other instrument of conveyance or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action transfer with respect to the Collateral; or
(A) direct any party liable for any payment under any Collateral or to make payment of any part thereof or the moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect thereof of or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of their Related Parties.
(b) The Pledgor hereby ratifies all that said attorneys shall lawfully do lading, storage or cause to be done pursuant to the power of attorney granted warehouse receipt, draft against debtors, assignment, verification, notice and other document in Section 11(a). All powers, authorizations and agencies contained in this Agreement are coupled connection with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21.any Collateral,
Appears in 1 contract
Samples: Pledge and Security Agreement (Revlon Consumer Products Corp)
Collateral Agent’s Appointment as Attorney-in-Fact. Each of the following provisions is subject to the terms of the Dominion Security Agreement:
(a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (thereof, with full power of substitution, as its true and all officers, employees or agents designated by the Collateral Agent) the lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Transaction Documents, to take any appropriate action and executing to execute any documentation or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultTransaction Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any documentation that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Purchase Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in this Agreement or any other Transfer Document, any documentation to effect or otherwise necessary or appropriate in relation to evidence the transfer of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other documentation in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent to make may deem appropriate, (G) assign any commitment Intellectual Property owned by the Grantors or to make any inquiry IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as to the nature or sufficiency Collateral Agent shall in its sole discretion determine, including the execution and filing of any payment received by documentation necessary to effectuate or record such assignment and (H) generally, enter into an Asset Sale with respect to, xxxxx x Xxxx on, enter into any agreement or other obligation with respect to and otherwise deal with, any 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, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Purchaser Parties’ security interests therein and to effect the intent of the exercise of the powers granted to them hereinTransaction Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at the highest interest rate applicable to the principal amount of any Note, as set forth in any Section 2(d) (Interest) of any such Note, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)6.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default exists and is continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any commitment or Contractual Obligation with respect to make and otherwise deal with, any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Parties’ security interests therein and to effect the intent of the exercise of the powers granted to them hereinLoan Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Party thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and of the Loan Documents during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Party the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property (including any IP Ancillary Rights) or any IP Licenses included in the Collateral, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property or IP Licenses and the goodwill and general intangibles of such Grantor relating thereto or represented thereby and the Collateral Agent’s (on behalf of Lenders and the other Secured Parties) rights and remedies with respect thereto;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or obtain or pay any insurance called for by the terms of the Loan Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign or license any Intellectual Property included in the Collateral throughout the Territory on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment or license and (H) generally, sell, assign, license, convey, transfer or xxxxx x Xxxx on, make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action contractual obligation with respect to and otherwise deal with, any Collateral as fully and completely as though 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 on behalf of Lenders and the other Secured Parties shall be accountable only were the absolute owner thereof for amounts actually received as a result all purposes and do, at the Collateral Agent’s option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Collateral Agent’s, Lenders’ and the other Secured Parties’ security interests therein and to effect the intent of the exercise of the powers granted to them hereinLoan Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(bvi) The Pledgor hereby ratifies all that said attorneys shall lawfully do If any Grantor fails to perform or comply with any contractual obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause to be done pursuant to the power of attorney granted in Section 11(a). All powersperformance or compliance, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21such contractual obligation.
Appears in 1 contract
Samples: Loan Agreement (TESARO, Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent shall have the power and right, but only upon on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the occurrence following:
(i) subject to the terms of the Intercreditor Agreement, in the name of such Grantor or its own name, or otherwise, take possession of and during indorse and collect any check, draft, note, acceptance or other instrument for the continuance payment of an Event moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of Default and written notice law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) subject to the Pledgor terms of its intent the Intercreditor Agreement, in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to exercise such rights, with full power of substitution either in evidence the Collateral Agent’s name security interests in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or in represented thereby;
(iii) subject to the name terms of the Pledgor (i) to receiveIntercreditor Agreement, endorse, assign and/or deliver any pay or discharge taxes and all notes, acceptances, checks, drafts, money orders Liens levied or other evidences of payment relating to the Collateral placed on or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or threatened against any of the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (iiiincluding all or any part of the premiums therefor and the costs thereof);
(iv) subject to the terms of the Intercreditor Agreement, execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any endorsement, assignment or other instrument of conveyance or transfer with respect to any of the Collateral; or
(v) subject to the terms of the Intercreditor Agreement (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromisecompromise or adjust any such suit, compoundaction or proceeding and, adjust in connection therewith, give such discharges or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any commitment agreement with respect to or to make otherwise deal with any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any part thereof or all of the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Loans that are Alternate Base Rate Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Warnaco Group Inc /De/)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each of FinPac and the Borrower hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of FinPac and the Pledgor Borrower, respectively, and in the name of FinPac and the Borrower, respectively, or in its own name, from time to time in the Collateral Agent's discretion, for the purpose of carrying out the provisions terms of this Loan Agreement and taking the other Loan Documents, to take any and all appropriate action and executing to execute any instrument that and all documents and instruments related to the Collateral Agent which may deem be necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Loan Agreement in accordance with Section 21) and coupled with an interest. Without the other Loan Documents, and, without limiting the generality of the foregoing, each of FinPac and the Borrower hereby gives the Collateral Agent shall have the power and right, but only upon on behalf of FinPac and the occurrence Borrower, respectively, without assent by, or notice to, FinPac and during the continuance of Borrower, if an Event of Default shall have occurred and written notice by be continuing, to do the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or following:
(i) in the name of FinPac and/or the Pledgor (i) Borrower, as the case may be, or its own name, or otherwise, to receive, endorse, assign and/or deliver take possession of and endorse and collect any and all notes, acceptances, checks, drafts, money orders notes, acceptances or other evidences instruments for the payment of payment relating moneys due under any Insurance Policy or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender for the purpose of collecting any and all such moneys due under any such Insurance Policy or with respect to any other Collateral or any part thereof, whenever payable;
(ii) to demandpay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and
(A) to direct any Person liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (B) to ask or demand for, collect, receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral, ; (iiiD) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against FinPac or the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Lender may deem appropriate; (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent were the absolute owner thereof for all purposes, and to make do, at the Lender's option and FinPac's or the Borrower's expense, respectively, at any commitment time, and from time to time, all acts and things which the Lender deems necessary to protect, preserve or to make any inquiry as to realize upon the nature or sufficiency of any payment received by Collateral and the Collateral Agent, or 's Liens thereon and to present or file any claim or notice, or to take any action with respect to effect 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 intent of this Loan Agreement and the other Secured Parties shall be accountable only for amounts actually received Loan Documents, all as a result of fully and effectively as FinPac and/or the Borrower might do; and (H) generally, at any time, or from time to time, to take all other actions in the exercise of any right or remedy available to a secured party under the powers granted to them hereinUCC of each applicable jurisdiction, any Contract Document, or otherwise by law or agreement. Each of FinPac and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) The Pledgor Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the by virtue hereof. This power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are is a power coupled with an interest and are shall be irrevocable until this Agreement is terminated the payment in full of the Secured Obligations and the security termination of this Loan Agreement.
(b) The Borrower also authorizes the Collateral Agent, at any time and from time to time, to execute at the direction of the Lender in connection with any sale provided for in Section 4.07 of this Loan Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(c) The powers conferred on the Collateral Agent are solely to protect the Collateral Agent's interests created hereby are released (for the benefit of the Lender and the Hedge Counterparty) in accordance with the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, or employees shall be responsible to FinPac or the Borrower for any act or failure to act under this Section 214.04, except for its own gross negligence or willful misconduct.
Appears in 1 contract
Samples: Warehouse and Security Agreement (Financial Pacific Co)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor If an Event of Default shall have occurred and be continuing, the Borrower hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Borrower, and in the name of the Borrower, or in its own name, from time to time at the written direction of the Lender, for the purpose of carrying out the provisions terms of this Loan Agreement and taking the other Loan Documents, to take any and all appropriate action and executing to execute any instrument that and all documents and instruments related to the Collateral Agent which may deem be necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Loan Agreement in accordance with Section 21) and coupled with an interest. Without the other Loan Documents, and, without limiting the generality of the foregoing, the Borrower hereby gives the Collateral Agent shall have the power and right, on behalf of the Borrower, without assent by, but only upon with notice to, the occurrence and during the continuance of Borrower, if an Event of Default shall have occurred and written notice by be continuing, to do the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or following:
(i) in the name of the Pledgor (i) Borrower, or its own name, or otherwise, to receive, endorse, assign and/or deliver take possession of and endorse and collect any and all notes, acceptances, checks, drafts, money orders notes, acceptances or other evidences instruments for the payment of payment relating moneys due with respect to any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise appropriate, for the purpose of collecting any and all such moneys due with respect to any Collateral or any part thereof, whenever payable;
(ii) to demandpay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and
(A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (B) to ask or demand for, collect, receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral, ; (iiiD) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Lender may deem appropriate but, in all cases, will maximize the value of the Collateral; (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent were the absolute owner thereof for all purposes, and to make do, at the Lender's option and the Borrower's expense, at any commitment time, and from time to time, all acts and things which the Lender deems necessary to protect, preserve or to make any inquiry as to realize upon the nature or sufficiency of any payment received by Collateral and the Collateral Agent, or 's Liens thereon and to present or file any claim or notice, or to take any action with respect to effect 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 intent of this Loan Agreement and the other Secured Parties shall be accountable only for amounts actually received Loan Documents, all as a result of fully and effectively as the Borrower might do; and (H) generally, at any time, or from time to time, to take all other actions in the exercise of any right or remedy available to a secured party under the powers granted to them hereinUCC of each applicable jurisdiction, and neither they nor their Related Parties shall be responsible to the Pledgor for any act Contract Document, or failure to act hereunder, except for their own gross negligence, bad faith otherwise by law or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) agreement. The Pledgor Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the by virtue hereof. This power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are is a power coupled with an interest and are shall be irrevocable until this Agreement is terminated the payment in full of the Secured Obligations and the security termination of this Loan Agreement.
(b) The Borrower also authorizes the Collateral Agent, at any time and from time to time, to execute at the direction of the Lender, in connection with any sale provided for in Section 4.07 of this Loan Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(c) The powers conferred on the Collateral Agent are solely to protect the Collateral Agent's interests created hereby are released (for the benefit of the Lender and the Hedge Counterparty) in accordance with the Collateral and shall not impose any duty other than those expressly stated in the Loan Documents upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and, without limiting Section 214.08, none of the Collateral Agent or any of its officers, directors, or employees shall be responsible to the Borrower for any act or failure to act under this Section 4.04, except for its own negligence or willful misconduct or breach of the Loan Documents.
Appears in 1 contract
Samples: Secured Loan Agreement (Lease Equity Appreciation Fund I Lp)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Wholly Owned Opco Guarantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (Agent, with full power of substitution, as its true and all officers, employees or agents designated by the Collateral Agent) the lawful attorney-in-fact with full irrevocable power and authority in the place and stead of each Wholly Owned Opco Guarantor and in the Pledgor name of such Wholly Owned Opco Guarantor or in its own name as long as any Obligations remain outstanding, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Wholly Owned Opco Guarantor hereby gives the Collateral Agent and its [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. directors, officers and employees the power and right, on behalf of any Wholly Owned Opco Guarantor, without notice to or assent by any Wholly Owned Opco Guarantor, to do any of the following:
(i) in the name of any Wholly Owned Opco Guarantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to any Wholly Owned Opco Guarantor, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of any Wholly Owned Opco Guarantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for herein, any document to effect, or otherwise necessary or appropriate to evidence, the sale of any Collateral;
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express bxxx, bxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against any Wholly Owned Opco Guarantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by any Wholly Owned Opco Guarantor throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, gxxxx x Xxxx on, make any commitment or Contractual Obligation with respect to make and otherwise deal with, any inquiry [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Parties’ security interests therein and to effect the intent of the exercise of the powers granted to them hereinLoan Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for effectively as any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21.Wholly Owned Opco Guarantor might do; or
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without limiting the generality Agreement, such power of the foregoing, attorney to be exercised by the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default Default, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and written right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following upon the occurrence and during the continuation of an Event of Default:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable;
(ii) in the Pledgor case of its intent any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as may be necessary to exercise such rights, with full power of substitution either in evidence the Collateral Agent’s name and the Secured Parties’ Security Interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or in represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the name Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the Pledgor premiums therefor and the costs thereof;
(iiv) execute, in connection with any sale provided for in this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to receive, endorse, assign and/or deliver the Collateral; and
(A) direct any party liable for any payment under any of the Collateral to make payment of any and all notes, acceptances, checks, drafts, money orders moneys due or other evidences of payment relating to become due thereunder directly to the Collateral Agent or any part thereof, as the Collateral Agent shall direct; (iiB) to demandask or demand for, collect, and receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral; (C) 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 any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things which the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Security Interests of the Secured Parties shall be accountable only for amounts actually received therein and to effect the intent of this Agreement, all as a result of the exercise of the powers granted to them herein, fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a).
(c) The Pledgor reasonable expenses of the Collateral Agent incurred in connection with actions taken pursuant to the terms of this Agreement, together with interest thereon at a rate per annum equal to the rate of interest then accruing on the Notes, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted by virtue hereof in accordance with Section 11(a6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Security Agreement (Broadview Networks Holdings Inc)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any 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 security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the rightdirect; (B) ask or demand for, but only upon the occurrence collect, and during the continuance receive payment of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rightsreceipt for, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notesmoneys, acceptancesclaims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, checksfreight or express bills, draftsbills of lading, money orders storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or documents in connection with any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including, without limitation, the execution and filing of any documents necessary to effectuate and/or record such assignment; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things which the Collateral Agent deems necessary or any part thereof advisable to protect, preserve or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
(vi) Anything in this Section 6.1(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 6.1(a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, upon the occurrence and during the continuance of an Event of Default may perform or comply, or otherwise cause performance or compliance, with such agreement and shall notify such Grantor of any such performance or compliance.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the Base Rate plus 2.0%, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Security Agreement (Merisant Co)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each of TFC and the Borrower hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of TFC and the Pledgor Borrower, respectively, and in the name of TFC and the Borrower, respectively, or in its own name, from time to time in the Collateral Agent's discretion, for the purpose of carrying out the provisions terms of this Loan Agreement and taking the other Loan Documents, to take any and all appropriate action and executing to execute any instrument that and all documents and instruments related to the Collateral Agent which may deem be necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Loan Agreement in accordance with Section 21) and coupled with an interest. Without the other Loan Documents, and, without limiting the generality of the foregoing, each of TFC and the Borrower hereby gives the Collateral Agent shall have the power and right, on behalf of TFC and the Borrower, respectively, without assent by, but only upon with notice to, TFC and the occurrence and during the continuance of Borrower, if an Event of Default shall have occurred and written notice by be continuing, to do the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or following:
(i) in the name of TFC and/or the Pledgor (i) Borrower, as the case may be, or its own name, or otherwise, to receive, endorse, assign and/or deliver take possession of and endorse and collect any and all notes, acceptances, checks, drafts, money orders notes, acceptances or other evidences instruments for the payment of payment relating moneys due under any Insurance Policy or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer, for the purpose of collecting any and all such moneys due under any such Insurance Policy or with respect to any other Collateral or any part thereof, whenever payable;
(ii) to demandpay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and
(A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (B) to ask or demand for, collect, receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral, ; (iiiD) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against TFC or the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Lender and, provided that no Insurer Default shall have occurred and be continuing, Insurer may deem appropriate; (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent were the absolute owner thereof for all purposes, and to make do, at the Lender's and, provided that no Insurer Default shall have occurred and be continuing, the Insurer's option and TFC's or the Borrower's expense, respectively, at any commitment time, and from time to time, all acts and things which the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer deems necessary to protect, preserve or to make any inquiry as to realize upon the nature or sufficiency of any payment received by Collateral and the Collateral Agent, or 's Liens thereon and to present or file any claim or notice, or to take any action with respect to effect 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 intent of this Loan Agreement and the other Secured Parties shall be accountable only for amounts actually received Loan Documents, all as a result of fully and effectively as TFC and/or the Borrower might do; and (H) generally, at any time, or from time to time, to take all other actions in the exercise of any right or remedy available to a secured party under the powers granted to them hereinUCC of each applicable jurisdiction, any Contract Document, or otherwise by law or agreement. Each of TFC and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) The Pledgor Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the by virtue hereof. This power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are is a power coupled with an interest and are shall be irrevocable until this Agreement is terminated the payment in full of the Secured Obligations and the security termination of this Loan Agreement.
(b) The Borrower also authorizes the Collateral Agent, at any time and from time to time, to execute at the direction of the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer, in connection with any sale provided for in Section 4.07 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(c) The powers conferred on the Collateral Agent are solely to protect the Collateral Agent's interests created hereby are released in accordance with the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and, without limiting Section 214.08, neither the Collateral Agent nor any of its officers, directors, or employees shall be responsible to TFC or the Borrower for any act or failure to act under this Section 4.04, except for its own gross negligence or willful misconduct.
Appears in 1 contract
Samples: Warehouse and Security Agreement (TFC Enterprises Inc)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Borrower hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Borrower and in the name of the Borrower or in its own name, at any time and from time to time in the Collateral Agent’s discretion, for the purpose of carrying out the provisions terms of this Agreement the Loan Documents, for the benefit of the Secured Parties and taking at the expense of the Borrower, to take any and all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at of any time after and during the continuance of an Event of DefaultLoan Document, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by Borrower hereby gives the Collateral Agent the power and right, on behalf of the Borrower, without notice to or assent by the Pledgor Borrower, to take any of its intent the actions described in Section 10.03 and to exercise such rights, with full power do any of substitution either the following:
(a) (i) in the Collateral AgentBorrower’s name or in its own name, instruct the Custodian to demand withdrawal or redemption of Borrower’s Equity Interest in any Investment Funds or (ii) in the Borrower’s name or in its own name, instruct the issuer of any such Investment Funds to withdraw or redeem Borrower’s Equity Interest in such Investment Fund and, in each case, to receive, endorse and collect all proceeds of withdrawals or redemptions of such Investments;
(b) in the name of the Pledgor Borrower or its own name, or otherwise, to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account (other than Excluded Accounts), Instrument, Chattel Paper, General Intangible or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account (other than Excluded Accounts), Instrument, Chattel Paper, General Intangible or with respect to any other Collateral whenever payable;
(c) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral called for by the terms of this Credit and Security Agreement;
(d) to execute, in connection with any sale provided for in Section 10.03 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(i) to receive, endorse, assign and/or deliver direct any party liable to make any payment under any of the Collateral to make payment of any and all notes, acceptances, checks, drafts, money orders moneys due or other evidences of payment relating to become due thereunder directly to the Collateral Agent or any part thereof, as the Collateral Agent shall direct; (ii) to demandask or demand for, collect, receive payment of, give receipt for and give discharges acquittance for payment of and releases receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of all or arising out of any Collateral; (iii) to sign and indorse any invoices, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral, ; (iiiiv) to commence commence, compound and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any proceeds thereof and to enforce any other right in respect of any Collateral; (v) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (vi) to settle, compromise or adjust any such suit, action or proceeding and, in connection with the Collateral, to give such discharges or releases or to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto as the Collateral Agent may deem appropriate; and (vii) generally, to sell, charge, transfer, pledge and make any agreement with respect to or otherwise realize on all or 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 the Borrower’s expense, at any time, or from time to enforce any rights in respect of any time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any the Collateral Agent’s Liens thereon for the ratable benefit of the Collateral; provided that nothing herein contained shall be construed Secured Parties and to effect the intent of the Loan Documents, all as requiring or obligating fully and effectively as the Borrower might do.
(f) To the extent permitted under applicable laws, the Borrower hereby authorizes the Collateral Agent to make execute and file, in the name of the Borrower (and any commitment trustee, trust or other legal entity or subdivision referenced therein) with or without its signature, as applicable, UCC financing and continuation statements that indicate the Collateral (i) as all assets of such Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and any other filing, recording or registration (including any filing, recording or registration that may be necessary or appropriate under Section 4.02( d) that the Collateral Agent in its sole discretion may deem necessary or appropriate to make any inquiry as further protect or maintain the perfection of its security interest in the Collateral). Anything in this Section 10.05 to the nature or sufficiency of any payment received by contrary notwithstanding, the Collateral Agent, or to present or file Agent agrees that it will not exercise any claim or notice, or to take any action with respect to rights under the Collateral or any part thereof or the moneys due or to become due power of attorney provided for in respect thereof or any property covered therebythis Section 10.05 unless an Event of Default has occurred and is continuing. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) The Pledgor Borrower hereby ratifies all that said attorneys attorneys-in-fact shall lawfully do or cause to be done pursuant to the by virtue hereof. This power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are is a power coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21irrevocable.
Appears in 1 contract
Samples: Credit and Security Agreement (BlackRock Hedge Fund Guided Portfolio Solution)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Credit Documents, subject to the terms of the Intercreditor Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish carry out the purposes hereof terms of the Credit Documents at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, the each Grantor hereby gives Collateral Agent shall have and its Related Persons the power and right, but only upon on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the occurrence and during the continuance of following when an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or shall be continuing:
(i) in the name of the Pledgor (i) to receivesuch Grantor, endorsein its own name or otherwise, assign and/or deliver take possession of and indorse and collect any and all notescheck, acceptancesdraft, checksnote, drafts, money orders acceptance or other evidences instrument for the payment of payment moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to Grantors, 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 Intellectual Property and the goodwill and general intangibles of such Grantor relating to thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the Collateral terms of the Credit Documents (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Sections 5.1 or 5.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to Collateral Agent or as Collateral Agent shall direct, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express bill, bixx xf xxxxng, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by Grantors or any IP Licenses of Grantors 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 (H) generally, sell, assign, convey, transfer or grant a Xxxx xx, xxxe any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes and do, at Collateral Agent’s option, at any time or from time to time, all acts and things that Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Collateral; provided that nothing herein Credit Documents, all as fully and effectively as such Grantor might do.
(vi) If any Grantor fails to perform or comply with any Contractual Obligation contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the herein, Collateral Agent, at its option, but without any obligation so to do, may perform or to present or file any claim or noticecomply, or to take any action otherwise cause performance or compliance, with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Contractual Obligation.
(b) The Pledgor expenses of Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with any interest thereon and at a rate as set forth in the Credit Documents from the date of payment by Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to Collateral Agent on demand.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)6.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent shall have the power and right, but only on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following upon the occurrence and during the continuance of an Event of Default Default:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and written notice indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Contract (exclusive of Accounts arising therefrom) subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Contract (exclusive of Accounts arising therefrom) subject to a Security Interest or with respect to any other Collateral whenever payable;
(ii) in the Pledgor case of its intent any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to exercise such rights, with full power of substitution either in evidence the Collateral Agent’s name security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or in represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the name Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the Pledgor premiums therefor and the costs thereof,
(iiv) execute, in connection with any sale provided for in this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to receive, endorse, assign and/or deliver the Collateral; and
(A) direct any party liable for any payment under any of the Collateral to make payment of any and all notes, acceptances, checks, drafts, money orders moneys due or other evidences of payment relating to become due thereunder directly to the Collateral Agent or any part thereof, as the Collateral Agent shall direct; (iiB) to demandask or demand for, collect, and receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral; (C) 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 any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things which the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon 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 Collateral Agent’s Security Interests therein and to effect the intent of this Agreement, all as a result of the exercise of the powers granted to them herein, fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a).
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions taken pursuant to the terms of this Agreement, together with interest thereon at the rate(s) in effect from time to time pursuant to the Notes, from the date of payment by the Collateral Agent to the date reimbursed by the Grantors, shall be payable by the Issuer to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted by virtue hereof in accordance with Section 11(a6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (thereof, with full power of substitution, as its true and all officers, employees or agents designated by the Collateral Agent) the lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Transaction Documents, to take any appropriate action and executing to execute any documentation or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultTransaction Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, the Grantor hereby gives the Collateral Agent shall have the power and right, but only upon on behalf of the occurrence and during Grantor, without notice to or assent by the continuance Grantor, to do any of the following when an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or shall be continuing:
(i) in the name of the Pledgor (i) to receiveGrantor, endorsein its own name or otherwise, assign and/or deliver take possession of and indorse and collect any and all notescheck, acceptancesdraft, checksnote, drafts, money orders acceptance or other evidences instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantor, execute, deliver and have recorded any documentation that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of the Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Purchase Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any documentation to effect or otherwise necessary or appropriate in relation to evidence the transfer of any Collateral; or
(A) direct any party liable for any payment relating under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or any part thereofas the Collateral Agent shall direct, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other documentation in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against the Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent to make may deem appropriate, (G) assign any commitment Intellectual Property owned by the Grantor or to make any inquiry IP Licenses of the Grantor throughout the world on such terms and conditions and in such manner as to the nature or sufficiency Collateral Agent shall in its sole discretion determine, including the execution and filing of any payment received by documentation necessary to effectuate or record such assignment and (H) generally, enter into an Asset Sale with respect to, xxxxx x Xxxx on, enter into any agreement or other obligation with respect to and otherwise deal with, any 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, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Purchaser Parties’ security interests therein and to effect the intent of the exercise of Transaction Documents, all as fully and effectively as the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related PartiesGrantor might do.
(b) If the Grantor fails to perform or comply with any obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at the rate set forth in Section 2.2 (Interest) of the Purchase Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the Grantor, shall be payable by the Grantor to the Collateral Agent on demand.
(d) The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)6.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, exercisable while any Event of Default shall be continuing for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing and subject to the Subordination Agreement:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Note Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, grant a second priority Lien on, make any commitment or Contractual Obligation with respect to make and otherwise deal with, any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Parties’ second priority security interests therein and to effect the intent of the exercise of the powers granted to them hereinLoan Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) The Pledgor If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may, subject to the Subordination Agreement, perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) Subject to the Subordination Agreement, the expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.7 (Interest) of the Note Agreement shall be payable in accordance with Section 10.3 of the Note Agreement.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Princeton Review Inc)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Each Grantor and each Pledgor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of such Grantor or agents designated by such Pledgor and in the Collateral Agent) the attorney-in-fact name of the such Grantor or such Pledgor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor and each Pledgor hereby gives the Collateral Agent the power and right, on behalf of such Grantor or such Pledgor, without notice to or assent by such Grantor or such Pledgor, to do any of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any cheque, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 (PPSA and Other Remedies) or 6.6 (Registration Rights), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral or Pledgor Owned Collateral; or
(v) (A) direct any party liable for any payment under any Collateral or any Pledgor Owned Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the rightdirect, but only upon the occurrence (B) ask or demand for, collect, and during the continuance receive payment of an Event and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of Default and written notice by the Collateral Agent to the Pledgor or arising out of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledgor Owned Collateral, (iiiC) to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or Pledgor Owned Collateral and to enforce any rights other right in respect of any Collateral and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledgor Owned Collateral; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21.,
Appears in 1 contract
Samples: Credit Agreement (UTi WORLDWIDE INC)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Grantor hereby makes, irrevocably constitutes and appoints appoints, subject to the rights of the Prior Lienholders, the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Grantor or in its own name, from time to time in the Collateral Agent's discretion, for the purpose of carrying out the provisions terms of this Agreement Patent and taking Trademark Security Agreement, to take any and all appropriate action and executing to execute and deliver any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after of this Patent and during Trademark Security Agreement and, without limiting the generality of the foregoing, hereby gives the Collateral Agent the power and right, on behalf of the Grantor, upon the occurrence and continuance of an Event of Default, which appointment is irrevocable to do the following:
(until termination of this Agreement in accordance with Section 21i) to ask, demand, collect, receive and coupled with an interest. Without limiting the generality of the foregoinggive acquittances and receipts for any and all moneys due and to become due under any License Rights and, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) Grantor or its own name or otherwise, to receive, endorse, assign and/or deliver take possession of and endorse and collect any and all notes, acceptances, checks, drafts, money orders notes, acceptances or other evidences instruments for the payment of payment relating moneys due under any License Rights and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral or Agent for the purpose of collecting any part thereof, and all such moneys due under any License Rights whenever payable;
(ii) to demandpay or discharge taxes, collectliens, receive payment ofsecurity interests or other encumbrances levied or placed on or threatened against the Collateral, give receipt to effect any repairs or any insurance called for by the terms of this Patent and give discharges Trademark Security Agreement and releases of to pay all or any part of the Collateral, premiums therefor and the costs thereof; and
(iii) to direct any party liable for any payment under any of the License Rights to make payment of any and all moneys due and to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct;
(iv) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral;
(v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or any part thereof and to enforce any rights other right in respect of any Collateral and Collateral;
(ivvi) to defend any suit, action or proceeding brought against the Grantor with respect to any Collateral;
(vii) to settle, compromise, compoundor adjust any suit, adjust action or defend proceeding described above and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; and
(viii) generally to sell, transfer, pledge, make any actions, suits agreement with respect to or proceedings relating to all or otherwise deal with any of the Collateral; provided that nothing herein contained shall be construed Collateral as requiring or obligating fully and completely as though the Collateral Agent was the absolute owner thereof for all purposes, and to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by do, at the Collateral Agent's option all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's (for the benefit of the Secured Parties') Security Interest therein, in order to effect the intent of this Patent and Trademark Security Agreement, all as fully and effectively as the Grantor might do.
(b) This power of attorney is a power coupled with an interest and shall be irrevocable. Notwithstanding the foregoing, the Grantor further agrees to execute any additional documents which the Collateral Agent may require in order to confirm this power of attorney, or to present or file any claim or notice, or to take any action with respect to which the Collateral or Agent may deem necessary to enforce any part thereof or of its rights contained in this Patent and Trademark Security Agreement.
(c) The powers conferred on the moneys due or Collateral Agent hereunder are solely to become due protect its interests in respect thereof or the Collateral and shall not impose any property covered therebyduty upon it to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that it actually received receives as a result of the exercise of the such powers granted to them herein, and neither they it nor their Related Parties any of its officers, directors, employees or agents shall be responsible to the Pledgor Grantor for any act or failure to act hereunderact, except for their own gross negligence, bad faith (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiesmisconduct.
(bd) The Pledgor hereby ratifies all that said attorneys shall lawfully do Grantor also authorizes the Collateral Agent to execute, in connection with the sale provided for in this Section 6, any endorsements, assignments or cause to be done pursuant other instruments of conveyance or transfer with respect to the power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21Collateral.
Appears in 1 contract
Samples: Patent and Trademark Security Agreement (Alliance Pharmaceutical Corp)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Party thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and of the Loan Documents, in each case during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Party the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property (including any IP Ancillary Rights) or any IP Licenses included in the Collateral, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest, in favor of and for the benefit of Lenders and the other Secured Parties, in such Intellectual Property or IP Licenses and the goodwill and general intangibles of such Grantor relating thereto or represented thereby and the Collateral Agent’s (on behalf of Lenders and the other Secured Parties) rights and remedies with respect thereto;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or obtain or pay any insurance called for by the terms of the Loan Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivD) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (E) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (F) assign or license any Intellectual Property included in the Collateral on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment or license and (G) generally, sell, assign, license, convey, transfer or gxxxx x Xxxx on, make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action contractual obligation with respect to and otherwise deal with, any Collateral as fully and completely as though 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 on behalf of Lenders and the other Secured Parties shall be accountable only were the absolute owner thereof for amounts actually received as a result all purposes and do, at the Collateral Agent’s option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Collateral Agent’s, in favor of and for the benefit of Lenders and the other Secured Parties, security interests therein and to effect the intent of the exercise of the powers granted Loan Documents, all as fully and effectively as such Grantor might do.
(vi) If any Grantor fails to them perform or comply with any contractual obligation contained herein, and neither they nor their Related Parties shall be responsible the Collateral Agent, at its option, but without any obligation so to the Pledgor for any act do, may perform or failure to act hereundercomply, except for their own gross negligenceor otherwise cause performance or compliance, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partieswith such contractual obligation.
(b) The Pledgor Without limiting the generality of Section 2.4 of the Loan Agreement, the Lender Expenses and any other reasonable and documented out-of-pocket expenses of the Collateral Agent and any Lender and other Secured Party incurred in connection with the taking of any actions pursuant to or as otherwise contemplated by this Section 7.1, together with, solely in the event any Grantor fails to pay any of the Obligations when due or upon the commencement and during the continuance of an Insolvency Proceeding of the Borrower or, at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, interest thereon at the Default Rate, from the date of payment by such Person to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to such Person in accordance with Section 2.4 of the Loan Agreement.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the indefeasible payment in full of the Secured Obligations (other than inchoate indemnity obligations), this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (thereof, with full power of substitution, as its true and all officers, employees or agents designated by the Collateral Agent) the lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Transaction Documents, to take any appropriate action and executing to execute any documentation or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultTransaction Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any documentation that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Existing Transaction Documents, the Exchange Agreement and other Transaction Documents (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any documentation to effect or otherwise necessary or appropriate in relation to evidence the transfer of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other documentation in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent to make may deem appropriate, (G) assign any commitment Intellectual Property owned by the Grantors or to make any inquiry IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as to the nature or sufficiency Collateral Agent shall in its sole discretion determine, including the execution and filing of any payment received by documentation necessary to effectuate or record such assignment and (H) generally, enter into an Asset Sale with respect to, gxxxx x Xxxx on, enter into any agreement or other obligation with respect to and otherwise deal with, any 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, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Holder Parties’ security interests therein and to effect the intent of the exercise of the powers granted to them hereinTransaction Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at the rate set forth in the Notes, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)6.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Subject to the last sentence of this Section 6.1(a), each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interests in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 (Code and Other Remedies) or 5.5 (Registration Rights), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express bxxx, bxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromisecompromise or adjust any such suit, compoundaction or proceeding and, adjust in connection therewith, give such discharges or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any commitment agreement with respect to or to make otherwise deal with any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest 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 Alternate Base Rate Loans under the Existing Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Revlon Consumer Products Corp)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Note Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultNote Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent shall have and its Related Persons the power and right, but only upon on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the occurrence and during the continuance of following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and written notice indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed necessary or appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Securities Purchase Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise deemed necessary or appropriate by the Collateral Agent to evidence the Pledgor Sale of its intent any Collateral or to exercise such rights, with full power otherwise perfect or maintain the perfection or priority of substitution either in the Liens of the Collateral Agent’s name Agent under this Agreement; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating become due thereunder directly to the Collateral Agent or any part thereofas the Collateral Agent shall direct, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral if such Grantor does not defend such action, suit, proceeding or any of the Collateral; provided that nothing herein contained shall be construed as requiring other disputes or obligating if the Collateral Agent or any Related Person thereof believes that such Grantor is not pursuing such defense in a manner that will maximize the recovery of the Secured Parties, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem necessary or appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion (exercised in a commercially reasonable manner) determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any commitment or Contractual Obligation with respect to make and otherwise deal with, any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Parties’ security interests therein and to effect the intent of the exercise of the powers granted to them hereinNote Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Securities Purchase Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Securities Purchase Agreement (Film Department Holdings, Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (ai) The Pledgor Each Wholly Owned Holdco Guarantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (Agent, with full power of substitution, as its true and all officers, employees or agents designated by the Collateral Agent) the lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Wholly Owned Holdco Guarantor and in the Pledgor name of such Wholly Owned Holdco Guarantor or in its own name so long as any Obligations are outstanding, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Wholly Owned Holdco Guarantor hereby gives the Collateral Agent and its directors, officers and employees the power and right, on behalf of such Wholly Owned Holdco Guarantor, without notice to or assent by such Wholly Owned Holdco Guarantor, to do any of the following:
(1) in the name of any Wholly Owned Holdco Guarantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(2) in the case of any Intellectual Property owned by or licensed to any Wholly Owned Holdco Guarantor, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of any Wholly Owned Holdco Guarantor relating thereto or represented thereby;
(3) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(4) execute, in connection with any sale provided for herein, any document to effect, or otherwise necessary or appropriate to evidence, the sale of any Collateral; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
(5) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Wholly Owned Holdco Guarantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by any Wholly Owned Holdco Guarantor throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, xxxxx x Xxxx on, make any commitment or Contractual Obligation with respect to make and otherwise deal with, any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to present time, all acts and things that the Collateral Agent deems necessary to protect, preserve or file realize upon any claim or noticeCollateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, or to all as fully and effectively as such Wholly Owned Holdco Guarantor might do; or
(6) take any action actions which such Wholly Owned Holdco Guarantor might do on its behalf with respect to the Collateral or any part thereof and to exercise any or all of such Wholly Owned Holdco Guarantor’s rights and remedies under any or all of the Loan Documents or the moneys due Project Documents, in each case, as the Collateral Agent may deem necessary or advisable to become due in respect thereof accomplish the purposes of this Agreement or any property covered thereby. The other Loan Document; provided, however, that the Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result may not exercise any of the aforementioned rights unless an Event of Default has occurred and is continuing.
ii) If any Wholly Owned Holdco Guarantor fails to timely perform or comply with any obligation contained in any Loan Document relating to the Collateral (after, if applicable, providing notice and opportunity to cure), the Collateral Agent, at its option, but without any obligation to do so, may perform or comply, or otherwise cause performance or compliance, with such obligation; provided, however, that the Collateral Agent may not exercise any of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
rights under this clause (b) unless an Event of Default has occurred and is continuing.
iii) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this 6)a), including reasonable and documented [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. attorneys’ fees and disbursements, shall be payable by such Wholly Owned Holdco Guarantor to the Collateral Agent on demand.
iv) Each Wholly Owned Holdco Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in Section 11(athis 6)a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released released.
v) Each Wholly Owned Holdco Guarantor hereby acknowledges and agrees that the Collateral Agent shall have no fiduciary duties to any Wholly Owned Holdco Guarantor in accordance with Section 21acting pursuant to this power of attorney and each Wholly Owned Holdco Guarantor hereby waives any claims or rights of a beneficiary of a fiduciary relationship hereunder.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Each Pledgor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Pledgor and in the name of such Pledgor or in its own name, from time to time in the Collateral Agent's discretion, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, hereby gives the Collateral Agent shall have the power and right, but only on behalf of such Pledgor without notice to or assent by such Pledgor to do the following:
(i) upon the occurrence and continuation of an Event of Default to ask, demand, collect, receive and give acceptances and receipts for any and all moneys due and to become due with respect to the Collateral and, in the name of such Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to the Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise as deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due with respect to the Collateral or whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and
(iii) upon the occurrence and during the continuance of an Event of Default Default, (A) to direct any Person liable for any payment to any Pledgor with respect to the Collateral to make payment of any and written notice by all moneys due and to become due thereunder directly to the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in or as the Collateral Agent’s name or in the name of the Pledgor Agent shall direct; (iB) to receive, endorse, assign and/or deliver receive payment of and receipt for any and all notesmoneys, acceptancesclaims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and indorse any invoices, checksdrafts against debtors, draftsassignments, money orders or verifications and notices in connection with accounts and other evidences of payment documents relating to the Collateral or any part thereof, Collateral; (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (iiiD) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against any Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; and (G) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent were the absolute owner thereof for all purposes, and to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by do, at the Collateral Agent's option and at such Pledgor's expense, at any time, or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things which the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon 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 Collateral Agent's security interest therein, in SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT order to effect the intent of this Agreement, all as a result of fully and effectively as the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) The Pledgors might do. Each Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant by virtue hereof.
(b) The powers conferred on the Collateral Agent hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to any Pledgor, any Subsidiary or to any other member or partner of or owner of any limited or general partner interest, limited liability company interest or other equity interest in any Non-Corporate Subsidiary for any act or failure to act.
(c) Each Pledgor also authorizes the Collateral Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 9 of this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21Collateral.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (thereof, with full power of substitution, as its true and all officers, employees or agents designated by the Collateral Agent) the lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Transaction Documents, to take any appropriate action and executing to execute any documentation or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultTransaction Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any documentation that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Purchase Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any documentation to effect or otherwise necessary or appropriate in relation to evidence the transfer of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other documentation in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent to make may deem appropriate, (G) assign any commitment Intellectual Property owned by the Grantors or to make any inquiry IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as to the nature or sufficiency Collateral Agent shall in its sole discretion determine, including the execution and filing of any payment received by documentation necessary to effectuate or record such assignment and (H) generally, enter into an Asset Sale with respect to, xxxxx x Xxxx on, enter into any agreement or other obligation with respect to and otherwise deal with, any 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, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Purchaser Parties’ security interests therein and to effect the intent of the exercise of the powers granted to them hereinTransaction Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such obligation.
(c) The Pledgor reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1 from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)6.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. etc.
(a) The Pledgor Each Grantor hereby makesappoints, constitutes which appointment is irrevocable and appoints coupled with an interest, effective upon and during occurrence of an Event of Default, the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or otherwise, for the purpose of carrying out the provisions terms of this Agreement Security Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Security Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent shall have the power and right, but only upon the occurrence and during the continuance on behalf of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rightsGrantor, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the Pledgor following, in each case after and during the occurrence of an Event of Default and after written notice by the Collateral Agent of its intent to do so:
(i) to receive, endorse, assign and/or deliver take possession of and endorse and collect any and all notes, acceptances, checks, drafts, money orders notes, acceptances or other evidences instruments for the payment of payment moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable;
(ii) in the case of any 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’ Security Interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral;
(iv) execute, in connection with any sale provided for in subsection 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;
(v) obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to subsection 4.4;
(vi) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or any part thereofto become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct;
(vii) ask or demand for, (ii) to demand, collect, collect and receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral;
(viii) sign and endorse 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 any of the Collateral, ;
(iiiix) to commence and prosecute any and all 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;
(x) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent to the extent such action or its resolution could “materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral);
(xi) 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 (with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral);
(xii) 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
(xiii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present time, all acts and things that the Collateral Agent deems necessary to protect, preserve or file any claim or noticerealize upon the Collateral and the Collateral Agent’s and the Secured Parties’ Security Interests therein and to effect the intent of this Security Agreement, or to take any action with respect all as fully and effectively as such Grantor might do. Anything in this subsection 6.1(a) to the Collateral or any part thereof or contrary notwithstanding, the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this subsection 6.1(a) unless an Event of Default shall have occurred and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this subsection 6.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due 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 payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Security Agreement are coupled with an interest and are irrevocable until this Security Agreement is terminated and the security interests Security Interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Security Agreement (Accellent Inc)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Debtor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Debtor and in the name of the Debtor or in its own name, from time to time in the Collateral Agent's discretion, for the purpose of carrying out the provisions terms of this Agreement agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without agreement, and, without limiting the generality of the foregoing, the Debtor hereby gives the Collateral Agent shall have the power and right, but only upon on behalf of the occurrence Debtor without notice to or assent by the Debtor, to do the following:
a. to take possession of and during endorse and collect any checks, drafts, notes, acceptances or other instruments for the continuance payment of an Event moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of Default and written notice law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
b. to pay or discharge taxes and Liens levied or placed on or threatened against the Pledgor Collateral, to effect any repairs or any insurance called for by the terms of its intent this agreement and to exercise such rights, with full power pay all or any part of substitution either in the premiums therefor and the costs thereof;
c. to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent’s name ;
d. to ask or in the name of the Pledgor (i) to receivedemand for, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral;
e. to sign and endorse 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 any of the Collateral, (iii) ;
f. to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;
g. to defend any suit, action or proceeding brought against the Debtor with respect to any Collateral;
h. to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate;
i. generally, to sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent were the absolute owner thereof for all purposes, and to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by do, at the Collateral Agent's option and the Debtor's expense, at any time, or from time to present time, all acts and things which the Collateral Agent deems necessary to protect, preserve or file realize upon the Collateral and the Security Interests thereon in order to effect the intent of this agreement, all as fully and effectively as the Debtor might do; and
j. in connection with the sale of Collateral provided for herein, execute any claim endorsements, assignments or notice, other instruments of conveyance or to take any action transfer with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered therebyCollateral. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) The Pledgor Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the by virtue hereof. This power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are is a power coupled with an interest and are shall be irrevocable until the Secured Obligations are indefeasibly paid in full. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's interest in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. The Collateral Agent shall only exercise the foregoing power of attorney if an Event of Default shall have occurred and is continuing; provided that any person relying on the authority of the Collateral Agent under this Agreement power of attorney may rely exclusively upon the representation of the Collateral Agent as to its authority hereunder and with respect to the Collateral Agent's right to exercise the powers granted above, shall not be under any obligation to determine whether an Event of Default has occurred and is terminated continuing, and may disregard any claim by the security interests created hereby are released in accordance with Section 21Debtor or any Person that an Event of Default has not occurred or is not continuing.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise reasonably deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any 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 security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) execute, in connection with any sale provided for in Section 5.1 or 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the rightdirect; (B) ask or demand for, but only upon the occurrence collect, and during the continuance receive payment of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rightsreceipt for, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notesmoneys, acceptancesclaims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, checksfreight or express bills, draftsbills of lading, money orders storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or documents in connection with any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including without limitation the execution and filing of any documents necessary to effectuate and/or record such assignment; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things which the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent's and the other Secured Parties Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 6.1(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 6.1(a) unless (a) an Event of Default shall be accountable only for amounts actually received as a result continuing and (b) it does so in accordance with, and to the extent consistent with, the terms of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related PartiesIntercreditor Agreement.
(b) In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, if any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans (as defined in the Credit Agreement) that are Base Rate Loans (as defined under the Credit Agreement) under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Foamex Capital Corp)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, the Grantor hereby gives the Collateral Agent shall have and its Related Persons the power and right, but only upon on behalf of the occurrence and during Grantor, without notice to or assent by the continuance Grantor, to do any of the following when an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or shall be continuing:
(i) in the name of the Pledgor (i) to receiveGrantor, endorsein its own name or otherwise, assign and/or deliver take possession of and indorse and collect any and all notescheck, acceptancesdraft, checksnote, drafts, money orders acceptance or other evidences instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Contract, account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantor, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent's security interest in such Intellectual Property and the goodwill and general intangibles of the Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
(A) direct any party liable for any payment relating under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or any part thereofas the Collateral Agent shall direct, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against the Grantor with respect to all any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantor or any IP Licenses of the Grantor throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (H) take any of the Collateral; provided that nothing herein contained shall be construed actions described in Sections 6.2 and 6.4, and (I) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as requiring or obligating fully and completely as though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by absolute owner thereof for all purposes and do, at the Collateral Agent's option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Collateral Agent's security interests therein and to effect the intent of the exercise of Loan Documents, all as fully and effectively as the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related PartiesGrantor might do.
(b) If the Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.5 (Interest) of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the Grantor, shall be payable to the Collateral Agent in accordance with Section 4 of the Multiparty Agreement.
(d) The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby Secured Obligations are released indefeasibly paid in accordance with Section 21full.
Appears in 1 contract
Samples: Security Agreement (Cinedigm Corp.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (thereof, with full power of substitution, as its true and all officers, employees or agents designated by the Collateral Agent) the lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Transaction Documents, to take any appropriate action and executing to execute any documentation or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultTransaction Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any documentation that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Purchase Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in this Agreement or any other Transfer Document, any documentation to effect or otherwise necessary or appropriate in relation to evidence the transfer of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other documentation in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent to make may deem appropriate, (G) assign any commitment Intellectual Property owned by the Grantors or to make any inquiry IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as to the nature or sufficiency Collateral Agent shall in its sole discretion determine, including the execution and filing of any payment received by documentation necessary to effectuate or record such assignment and (H) generally, enter into an Asset Sale with respect to, gxxxx x Xxxx on, enter into any agreement or other obligation with respect to and otherwise deal with, any 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, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Purchaser Parties’ security interests therein and to effect the intent of the exercise of the powers granted to them hereinTransaction Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at the highest interest rate applicable to the principal amount of any Note, as set forth in any Section 2(d) (Interest) of any such Note, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)6.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any 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 security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) execute, in connection with any sale provided for in Section 5.1 or 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the rightdirect; (B) ask or demand for, but only upon the occurrence collect, and during the continuance receive payment of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rightsreceipt for, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notesmoneys, acceptancesclaims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, checksfreight or express bills, draftsbills of lading, money orders storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or documents in connection with any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including without limitation the execution and filing of any documents necessary to effectuate and/or record such assignment; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things which the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent's and the other Secured Parties Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 6.1(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 6.1(a) unless an Event of Default, which has not been waived, shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest 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 Base Rate Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Oxford Automotive Inc)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any commitment or Contractual Obligation with respect to make and otherwise deal with, any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Parties’ security interests therein and to effect the intent of the exercise of the powers granted to them hereinLoan Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Danka Business Systems PLC)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (thereof, with full power of substitution, as its true and all officers, employees or agents designated by the Collateral Agent) the lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Transaction Documents, to take any appropriate action and executing to execute any documentation or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultTransaction Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, the Grantor hereby gives the Collateral Agent shall have the power and right, but only upon on behalf of the occurrence and during Grantor, without notice to or assent by the continuance Grantor, to do any of the following when an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or shall be continuing:
(i) in the name of the Pledgor (i) to receiveGrantor, endorsein its own name or otherwise, assign and/or deliver take possession of and indorse and collect any and all notescheck, acceptancesdraft, checksnote, drafts, money orders acceptance or other evidences instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantor, execute, deliver and have recorded any documentation that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of the Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Purchase Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any documentation to effect or otherwise necessary or appropriate in relation to evidence the transfer of any Collateral; or
(A) direct any party liable for any payment relating under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or any part thereofas the Collateral Agent shall direct, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other documentation in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against the Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent to make may deem appropriate, (G) assign any commitment Intellectual Property owned by the Grantor or to make any inquiry IP Licenses of the Grantor throughout the world on such terms and conditions and in such manner as to the nature or sufficiency Collateral Agent shall in its sole discretion determine, including the execution and filing of any payment received by documentation necessary to effectuate or record such assignment and (H) generally, enter into an Asset Sale with respect to, gxxxx x Xxxx on, enter into any agreement or other obligation with respect to and otherwise deal with, any 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, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Purchaser Parties’ security interests therein and to effect the intent of the exercise of Transaction Documents, all as fully and effectively as the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related PartiesGrantor might do.
(b) If the Grantor fails to perform or comply with any obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at the rate set forth in Section 2.2 (Interest) of the Purchase Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the Grantor, shall be payable by the Grantor to the Collateral Agent on demand.
(d) The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)6.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and Agreement, during the continuance of an Event of Default, to take any and all appropriate action and to execute any and all documents and instruments which appointment is irrevocable (until termination may be necessary or desirable to accomplish the purposes of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following (in each case subject to the provisions of the Subordination Agreement):
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any 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 security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) execute, in connection with any sale provided for in Section 5.1 or 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the rightdirect; (B) ask or demand for, but only upon the occurrence collect, and during the continuance receive payment of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rightsreceipt for, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notesmoneys, acceptancesclaims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and endorse any invoices, checksfreight or express bills, draftsbills of lading, money orders storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or documents in connection with any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; and (G) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present time, all acts and things which the Collateral Agent deems necessary to protect, preserve or file any claim or noticerealize upon the Collateral and the Collateral Agent's and the Secured Parties' security interests therein and to effect the intent of this Agreement, or to take any action with respect all as fully and effectively as such Grantor might do. Anything in this Section 6.1(a) to the Collateral or any part thereof or contrary notwithstanding, the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and agrees that it will not exercise any rights under the other Secured Parties power of attorney provided for in this Section 6.1(a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Subordinated Pledge and Security Agreement (Opticare Health Systems Inc)
Collateral Agent’s Appointment as Attorney-in-Fact. (ai) The Pledgor Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, the Grantor hereby gives the Collateral Agent shall have the power and right, but only on behalf of the Grantor, without notice to or assent by the Grantor, to do any or all of the following upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or Default:
(1) in the name of the Pledgor (i) to receiveGrantor or its own name, endorseor otherwise, assign and/or deliver take possession of and indorse and collect any and all notes, acceptances, checks, drafts, money orders notes, acceptances or other evidences instruments for the payment of moneys due under any Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Contract subject to a Security Interest or with respect to any other Collateral whenever payable;
(2) in the case of any 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 security interest in such Intellectual Property and the goodwill and General Intangibles of the Grantor relating thereto or represented thereby;
(3) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof,
(4) execute, in connection with any sale provided for in this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(5) (A) direct any party liable for any payment relating under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or any part thereof, as the Collateral Agent shall direct; (iiB) to demandask or demand for, collect, and receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral; (C) 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 any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against the Grantor with respect to any Collateral; (F) 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; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or 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 the Grantor’s expense, at any time, or from time to enforce any rights in respect of any time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as the Grantor might do.
(ivii) If the Grantor fails to settle, compromise, compound, adjust perform or defend any actions, suits or proceedings relating to all or comply with any of its agreements contained herein, the Collateral; provided that nothing herein contained shall be construed as requiring Collateral Agent, at its option, but without any obligation so to do, may perform or obligating comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 9(b).
(iii) The expenses of the Collateral Agent incurred in connection with actions taken pursuant to the terms of this Agreement, together with interest thereon at the rate(s) in effect from time to time pursuant to the Notes, from the date of payment by the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received date reimbursed by the Collateral AgentGrantor, or to present or file any claim or notice, or to take any action with respect shall be payable by the Company to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partieson demand.
(biv) The Pledgor Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted by virtue hereof in accordance with Section 11(a9(b). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Security Agreement (Power Medical Interventions, Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Subject to the last sentence of this Section 6.1(a), each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interests in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 (Code and Other Remedies) or 5.5 (Registration Rights), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromisecompromise or adjust any such suit, compoundaction or proceeding and, adjust in connection therewith, give such discharges or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any commitment agreement with respect to or to make otherwise deal with any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default under any Credit Agreement or the Indenture shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest 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 Alternate Base Rate Loans under the Multi-Currency Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Revlon Consumer Products Corp)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, the Grantor hereby gives the Collateral Agent shall have the power and right, but only upon on behalf of the occurrence and during Grantor, without notice to or assent by the continuance Grantor, to do any of an Event the following:
(i) file any claim or take any other action or proceeding in any court of Default and written notice law or equity or otherwise deemed appropriate by the Collateral Agent to for the Pledgor purpose of its intent to exercise collecting any such rights, with full power of substitution either moneys in the Collateral Agent’s name Deposit Account;
(ii) pay or in discharge taxes and Liens levied or placed on or threatened against the name Collateral, effect any repair or pay any insurance called for by the terms of the Pledgor this Agreement (i) to receive, endorse, assign and/or deliver any and including all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part of the premiums therefor and the costs thereof);
(iii) execute, in connection with any sale provided for in Section 5.1 (iiCode and Other Remedies), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; and
(iv) to demand(A) ask or demand for, collect, and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiB) to sign and indorse any assignment, verification, notice and other document in connection with any Collateral, (C) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivD) defend any suit, action or proceeding brought against the Grantor with respect to any Collateral, (E) settle, compromisecompromise or adjust any such suit, compoundaction or proceeding and, adjust in connection therewith, give such discharges or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed releases as requiring or obligating the Collateral Agent to may deem appropriate and (F) generally, sell, transfer, pledge and make any commitment agreement with respect to or to make otherwise deal with any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and the Grantor’s expense, at any time, or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If the Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due payments under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by the Grantor, shall be payable by the Grantor to the Collateral Agent on demand.
(d) The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Account Pledge and Security Agreement (China Natural Gas, Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Party thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and of the Loan Documents, in each case during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Party the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property (including any IP Ancillary Rights) or any IP Licenses included in the Collateral, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest, in favor of and for the benefit of Lenders and the other Secured Parties, in such Intellectual Property or IP Licenses and the goodwill and general intangibles of such Grantor relating thereto or represented thereby and the Collateral Agent’s (on behalf of Lenders and the other Secured Parties) rights and remedies with respect thereto;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or obtain or pay any insurance called for by the terms of the Loan Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivD) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (E) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (F) assign or license any Intellectual Property included in the Collateral on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment or license and (G) generally, sell, assign, license, convey, transfer or xxxxx x Xxxx on, make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action contractual obligation with respect to and otherwise deal with, any Collateral as fully and completely as though 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 on behalf of Lenders and the other Secured Parties shall be accountable only were the absolute owner thereof for amounts actually received as a result all purposes and do, at the Collateral Agent’s option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Collateral Agent’s, in favor of and for the benefit of Lenders and the other Secured Parties, security interests therein and to effect the intent of the exercise of the powers granted Loan Documents, all as fully and effectively as such Grantor might do.
(vi) If any Grantor fails to them perform or comply with any contractual obligation contained herein, and neither they nor their Related Parties shall be responsible the Collateral Agent, at its option, but without any obligation so to the Pledgor for any act do, may perform or failure to act hereundercomply, except for their own gross negligenceor otherwise cause performance or compliance, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partieswith such contractual obligation.
(b) The Pledgor Lender Expenses incurred in connection with actions undertaken as provided in this Section 7.1 shall be payable by such Grantor to such Person in accordance with Section 2.4 of the Loan Agreement.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the payment in full of the Secured Obligations (other than inchoate indemnity obligations), this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Akebia Therapeutics, Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the CHG Lease Facility Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultCHG Lease Facility Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Contract, account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the CHG Lease Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.6, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (H) take any of the Collateral; provided that nothing herein contained shall be construed actions described in Sections 6.2 and 6.4, and (I) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as requiring or obligating fully and completely as though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Parties’ security interests therein and to effect the intent of the exercise of the powers granted to them hereinCHG Lease Facility Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable to the Collateral Agent in accordance with Section 4 of the Multiparty Agreement.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby Secured Obligations are released indefeasibly paid in accordance with Section 21full.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor hereby makes, irrevocably constitutes and appoints the Collateral Agent Agent, with full power of substitution (including, without limitation, to substitute the Independent Third Party as contemplated by Section 6.2(g)), as its true and all officers, employees or agents designated by the Collateral Agent) the lawful attorney-in-in- fact with full irrevocable power and authority in the place and stead of the Pledgor and in the name of the Pledgor or in its own name so long as any Obligations are outstanding, for the purpose of carrying out the provisions terms of the Loan Documents (including this Agreement and taking Pledge Agreement), to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents (including this Pledge Agreement), which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by Pledgor hereby gives the Collateral Agent and its directors, officers and employees the power and right, on behalf of the Pledgor, without notice to or assent by the Pledgor Pledgor, to do any of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or following:
(i) in the name of the Pledgor (i) to receivePledgor, endorsein its own name or otherwise, assign and/or deliver take possession of and indorse and collect any and all notescheck, acceptancesdraft, checksnote, drafts, money orders acceptance or other evidences instrument for the payment of moneys due with respect to any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due with respect to any Collateral whenever payable;
(ii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Loan Agreement (including all or any part of the premiums therefor and the costs thereof);
(iii) execute, in connection with any sale provided for herein, any document to effect, or otherwise necessary or appropriate to evidence, the sale of any Collateral;
(iv) (A) direct any party liable for any payment relating under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or any part thereofas the Collateral Agent shall direct, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against the Pledgor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent to may deem appropriate, and (G) generally, sell, xxxxx x Xxxx on, make any commitment or Contractual Obligation with respect to make and otherwise deal with, any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to present time, all acts and things that the Collateral Agent deems necessary to protect, preserve or file realize upon any claim or noticeCollateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, or to all as fully and effectively as the Pledgor might do;
(v) exercise the voting rights set forth in Section 6.2(f);
(vi) take any action actions which the Pledgor might do on its behalf with respect to the Collateral or any part thereof as the Collateral Agent may deem necessary or advisable to accomplish the moneys due or to become due in respect thereof purposes of this Agreement or any property covered thereby. The other Loan Document; or
(vii) take actions to annotate the effective date of the resignation of any director or officer of the Issuer and elevate to public deed and record such resignation in the Public Registry of the jurisdiction of the Issuer; provided, however, that the Collateral Agent may not exercise any of the aforementioned rights in this clause (a) unless an Event of Default has occurred and is continuing; and provided, further, that the other Pledgor agrees to do whatever required by applicable law or that may be reasonably required by the Collateral Agent, from time to time, to preserve and enforce the rights of the Secured Parties shall be accountable only for amounts actually received as a result under the terms of this Agreement, including performing any actions required or reasonably requested by the exercise of the powers granted Collateral Agent to them hereinrecord, preserve and neither they nor their Related Parties shall be responsible enforce said rights in regards to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court under the laws of competent jurisdiction by final and non-appealable judgment) or that Republic of any of their Related PartiesPanama.
(b) If the Pledgor fails to timely perform or comply with any obligation contained in any Loan Document relating to the Collateral (after, if applicable, providing notice and opportunity to cure), the Collateral Agent, at its option, but without any obligation to do so, may perform or comply, or otherwise cause performance or compliance, with such obligation.
(c) The documented expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1 shall be payable by the Pledgor to the Collateral Agent on demand.
(d) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released released.
(e) Upon request from the Collateral Agent, the Pledgor shall take actions required or necessary, at the Collateral Agent’s discretion, to elevate to public deed and record a power of attorney in accordance with Section 21the Public Registry of the jurisdiction of the Issuer, which power of attorney shall adequately reflect any and all powers granted to the Collateral Agent pursuant to this Agreement and conditional only to any conditions, if any, set forth in this Agreement.
Appears in 1 contract
Samples: Pledge Agreement
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor If an Event of Default shall have occurred and be continuing, the Borrower hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Borrower, and in the name of the Borrower, or in its own name, from time to time at the written direction of the Lender, for the purpose of carrying out the provisions terms of this Loan Agreement and taking the other Loan Documents, to take any and all appropriate action and executing to execute any instrument that and all documents and instruments related to the Collateral Agent which may deem be necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Loan Agreement in accordance with Section 21) and coupled with an interest. Without the other Loan Documents, and, without limiting the generality of the foregoing, the Borrower hereby gives the Collateral Agent shall have the power and right, on behalf of the Borrower, without assent by, but only upon with notice to, the occurrence and during the continuance of Borrower, if an Event of Default shall have occurred and written notice by be continuing, to do the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or following:
(i) in the name of the Pledgor (i) Borrower, or its own name, or otherwise, to receive, endorse, assign and/or deliver take possession of and endorse and collect any and all notes, acceptances, checks, drafts, money orders notes, acceptances or other evidences instruments for the payment of payment relating moneys due with respect to any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise appropriate, for the purpose of collecting any and all such moneys due with respect to any Collateral or any part thereof, whenever payable;
(ii) to demandpay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and
(A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (B) to ask or demand for, collect, receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral, ; (iiiD) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Lender may deem appropriate but, in all cases, will maximize the value of the Collateral; (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent were the absolute owner thereof for all purposes, and to make do, at the Lender’s option and the Borrower’s expense, at any commitment time, and from time to time, all acts and things which the Lender deems necessary to protect, preserve or to make any inquiry as to realize upon the nature or sufficiency of any payment received by Collateral and the Collateral Agent, or ’s Liens thereon and to present or file any claim or notice, or to take any action with respect to effect 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 intent of this Loan Agreement and the other Secured Parties shall be accountable only for amounts actually received Loan Documents, all as a result of fully and effectively as the Borrower might do; and (H) generally, at any time, or from time to time, to take all other actions in the exercise of any right or remedy available to a secured party under the powers granted to them hereinUCC of each applicable jurisdiction, and neither they nor their Related Parties shall be responsible to the Pledgor for any act Contract Document, or failure to act hereunder, except for their own gross negligence, bad faith otherwise by law or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) agreement. The Pledgor Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the by virtue hereof. This power of attorney granted in Section 11(a). All powers, authorizations and agencies contained in this Agreement are is a power coupled with an interest and are shall be irrevocable until this Agreement is terminated the payment in full of the Secured Obligations and the security termination of this Loan Agreement.
(b) The Borrower also authorizes the Collateral Agent, at any time and from time to time, to execute at the direction of the Lender, in connection with any sale provided for in Section 4.07 of this Loan Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(c) The powers conferred on the Collateral Agent are solely to protect the Collateral Agent’s interests created hereby are released (for the benefit of the Lender and the Hedge Counterparty) in accordance with Section 21the Collateral and shall not impose any duty other than those expressly stated in the Loan Documents upon the Collateral Agent to exercise any such powers.
Appears in 1 contract
Samples: Secured Loan Agreement (LEAF Equipment Leasing Income Fund III, L.P.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor and in the name of the Pledgor or in its own name, from time to time in the Collateral Agent's discretion, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, hereby gives the Collateral Agent shall have the power and right, but only on behalf of the Pledgor without notice to or assent by the Pledgor to do the following:
(i) upon the occurrence and continuation of an Event of Default to ask, demand, collect, receive and give acceptances and receipts for any and all moneys due and to become due with respect to the Collateral and, in the name of the Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to the Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise as deemed appropriate by the Collateral Agent SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT for the purpose of collecting any and all such moneys due with respect to the Collateral or whenever payable;
(ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and
(iii) upon the occurrence and during the continuance of an Event of Default Default, (A) to direct any Person liable for any payment to the Pledgor with respect to the Collateral to make payment of any and written notice by all moneys due and to become due thereunder directly to the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in or as the Collateral Agent’s name or in the name of the Pledgor Agent shall direct; (iB) to receive, endorse, assign and/or deliver receive payment of and receipt for any and all notesmoneys, acceptancesclaims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and indorse any invoices, checksdrafts against debtors, draftsassignments, money orders or verifications and notices in connection with accounts and other evidences of payment documents relating to the Collateral or any part thereof, Collateral; (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (iiiD) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; and (G) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent were the absolute owner thereof for all purposes, and to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by do, at the Collateral Agent's option and the Pledgor's expense, at any time, or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things which the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon 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 Collateral Agent's security interest therein, in order to effect the intent of this Agreement, all as a result of the exercise of the powers granted to them herein, fully and neither they nor their Related Parties shall be responsible to effectively as the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Parties.
(b) might do. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant by virtue hereof.
(b) The powers conferred on the Collateral Agent hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the power Pledgor, any Subsidiary or to any other member or partner of attorney granted or owner of any limited or general partner interest, limited liability company interest or other equity interest in any Non-Corporate Subsidiary for any act or failure to act.
(c) The Pledgor also authorizes the Collateral Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 11(a)9 of this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21.SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Party thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and of the Loan Documents, in each case during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Party the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property (including any IP Ancillary Rights) or any IP Licenses included in the Collateral, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest, in favor of and for the benefit of Lenders and the other Secured Parties, in such Intellectual Property or IP Licenses and the goodwill and general intangibles of such Grantor relating thereto or represented thereby and the Collateral Agent’s (on behalf of Lenders and the other Secured Parties) rights and remedies with respect thereto;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or obtain or pay any insurance called for by the terms of the Loan Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivD) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (E) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (F) assign or license any Intellectual Property included in the Collateral on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment or license and (G) generally, sell, assign, license, convey, transfer or xxxxx x Xxxx on, make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action contractual obligation with respect to and otherwise deal with, any Collateral as fully and completely as though 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 on behalf of Lenders and the other Secured Parties shall be accountable only were the absolute owner thereof for amounts actually received as a result all purposes and do, at the Collateral Agent’s option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Collateral Agent’s, in favor of and for the benefit of Lenders and the other Secured Parties, security interests therein and to effect the intent of the exercise of the powers granted Loan Documents, all as fully and effectively as such Grantor might do.
(vi) If any Grantor fails to them perform or comply with any contractual obligation contained herein, and neither they nor their Related Parties shall be responsible the Collateral Agent, at its option, but without any obligation so to the Pledgor for any act do, may perform or failure to act hereundercomply, except for their own gross negligenceor otherwise cause performance or compliance, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partieswith such contractual obligation.
(b) The Pledgor In accordance with, and without limiting the generality of, Section 2.4 of the Loan Agreement, each Grantor agrees to promptly pay or reimburse the Lender Expenses and any other reasonable and documented out-of-pocket expenses of the Collateral Agent and any Lender and other Secured Party incurred in connection with the taking of any actions pursuant to or as otherwise contemplated by this Section 7.1, together with, solely in the event any Grantor fails to pay any of the Obligations when due or upon the commencement and during the continuance of an Insolvency Proceeding of the Borrower or, at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, interest thereon at the Default Rate from the date any such expenses were paid by the Collateral Agent or any Lender through the date such expenses are reimbursed by the relevant Grantor.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the absolute, unconditional and irrevocable payment in full of the Secured Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted), this Agreement is terminated and the security interests created hereby are released in accordance with Section 21.released
Appears in 1 contract
Samples: Loan Agreement (UroGen Pharma Ltd.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Until such time as all Secured Obligations shall have been paid in full, each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper with any Governmental Authority of or within the United States or Canada as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interests in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 or 5.5, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromisecompromise or adjust any such suit, compoundaction or proceeding and, adjust in connection therewith, give such discharges or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any commitment agreement with respect to or to make otherwise deal with any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may, after notifying such Grantor in writing, perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on Revolving Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Wendy's/Arby's Group, Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any 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 security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the rightdirect; (B) ask or demand for, but only upon the occurrence collect, and during the continuance receive payment of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rightsreceipt for, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notesmoneys, acceptancesclaims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, checksfreight or express bills, draftsbills of lading, money orders storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or documents in connection with any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including without limitation the execution and filing of any documents necessary to effectuate and/or record such assignment; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things which the Collateral Agent deems necessary or any part thereof advisable to protect, preserve or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
(vi) Anything in this Section 6.1(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 6.1(a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, upon the occurrence and during the continuance of an Event of Default may perform or comply, or otherwise cause performance or compliance, with such agreement and shall notify such Grantor of any such performance or compliance.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest 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 Base Rate Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Party thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and of the Loan Documents, in each case during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Party the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property (including any IP Ancillary Rights) or any IP Licenses included in the Collateral, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest, in favor of and for the benefit of Lenders and the other Secured Parties, in such Intellectual Property or IP Licenses and the goodwill and general intangibles of such Grantor relating thereto or represented thereby and the Collateral Agent’s (on behalf of Lenders and the other Secured Parties) rights and remedies with respect thereto;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or obtain or pay any insurance called for by the terms of the Loan Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivD) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (E) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (F) assign or license any Intellectual Property included in the Collateral on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment or license and (G) generally, sell, assign, license, convey, transfer or gxxxx x Xxxx on, make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action contractual obligation with respect to and otherwise deal with, any Collateral as fully and completely as though 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 on behalf of Lenders and the other Secured Parties shall be accountable only were the absolute owner thereof for amounts actually received as a result all purposes and do, at the Collateral Agent’s option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Collateral Agent’s, in favor of and for the benefit of Lenders and the other Secured Parties, security interests therein and to effect the intent of the exercise of the powers granted Loan Documents, all as fully and effectively as such Grantor might do.
(vi) If any Grantor fails to them perform or comply with any contractual obligation contained herein, and neither they nor their Related Parties shall be responsible the Collateral Agent, at its option, but without any obligation so to the Pledgor for any act do, may perform or failure to act hereundercomply, except for their own gross negligenceor otherwise cause performance or compliance, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partieswith such contractual obligation.
(b) The Pledgor reasonable and documented out-of-pocket expenses of the Collateral Agent and any Lender and other Secured Party incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at the Default Rate, from the date of payment by such Person to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to such Person on demand.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the indefeasible payment in full of the Secured Obligations (other than inchoate indemnity obligations), this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Until such time as all Secured Obligations shall have been paid in full, each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper with any Governmental Authority of or within the United States or Canada as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interests in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for inSection 5.1 or5.5, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromisecompromise or adjust any such suit, compoundaction or proceeding and, adjust in connection therewith, give such discharges or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any commitment agreement with respect to or to make otherwise deal with any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may, after notifying such Grantor in writing, perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on Revolving Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Wendy's/Arby's Group, Inc.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Contract, account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.6, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (H) take any of the Collateral; provided that nothing herein contained shall be construed actions described in Sections 6.2 and 6.4, and (I) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as requiring or obligating fully and completely as though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Parties’ security interests therein and to effect the intent of the exercise of the powers granted to them hereinLoan Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.7 (Interest) of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable to the Collateral Agent in accordance with Section 7.11 of the Credit Agreement.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby Secured Obligations are released indefeasibly paid in accordance with Section 21full.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Cinedigm Digital Cinema Corp.)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after of the Loan Documents following the occurrence and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default exists and is continuing (as at any time with respect to clause (ii) below):
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property that is part of the Collateral, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent's security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft agxxxxt dxxxxrs, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any of the Collateral; provided that nothing herein contained shall be construed such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign, to the extent permissible, any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, grant a Lien on, make any commitment or to make Contractual Obligation with respexx xx xxx xxherwise deal with, any inquiry Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent's option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Parties' security interests therein and to effect the intent of the exercise of the powers granted to them hereinLoan Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right without any obligation, on behalf of such Grantor, without notice to or assent by such Grantor and as directed by the Applicable Secured Parties, to do any or all of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise for the purpose of collecting any and all such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as may be reasonably necessary to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) execute, in connection with any sale provided for in Section 5.1 or 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name direct; (B) ask for or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, and receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral; (C) 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 any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may request; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall determine, including without limitation the execution and filing of any documents necessary to effectuate and/or record such assignment; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present time, all acts and things to protect, preserve or file any claim or notice, or to take any action with respect to realize upon the Collateral or any part thereof or and the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 6.1(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 6.1(a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on the First Priority Notes under the First Priority Indenture, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be Secured Obligations and shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said such attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and or the security interests created hereby with respect to such Grantor are released in accordance with Section 21released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Paxson Communications Corp)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement Agreement, to take any and taking any all appropriate action and executing to execute any instrument that the Collateral Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise reasonably deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any 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 security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) execute, in connection with any sale provided for in Section 5.1 or 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the rightdirect; (B) ask or demand for, but only upon the occurrence collect, and during the continuance receive payment of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rightsreceipt for, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notesmoneys, acceptancesclaims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, checksfreight or express bills, draftsbills of lading, money orders storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or documents in connection with any of the Collateral, ; (iiiD) to commence and prosecute any and all 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; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including without limitation the execution and filing of any documents necessary to effectuate and/or record such assignment; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise realize on all or deal with any of the Collateral or to enforce any rights in respect of any Collateral as fully and (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed completely as requiring or obligating though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by 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 present or file any claim or noticetime, or to take any action with respect to all acts and things which the Collateral Agent deems necessary to protect, preserve or any part thereof or realize upon the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Collateral Agent's and the other Secured Parties Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 6.1(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 6.1(a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest 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 Base Rate Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a)by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Foamex Capital Corp)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Each Grantor and each Pledgor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor or such Pledgor and in the name of such Grantor or such Pledgor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking Agreement, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without Agreement, and, without limiting the generality of the foregoing, each Grantor and each Pledgor hereby gives the Collateral Agent the power and right, on behalf of such Grantor or such Pledgor, without notice to or assent by such Grantor or such Pledgor, to do any of the following:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 (Code and Other Remedies or 6.5 (Registration Rights), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral or Pledgor Owned Collateral; or
(v) (A) direct any party liable for any payment under any Collateral or any Pledgor Owned Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the rightdirect, but only upon the occurrence (B) ask or demand for, collect, and during the continuance receive payment of an Event and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of Default and written notice by the Collateral Agent to the Pledgor or arising out of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledgor Owned Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or Pledgor Owned Collateral and to enforce any rights other right in respect of any Collateral and or Pledgor Owned Collateral, (ivE) defend any suit, action or proceeding brought against such Grantor or such Pledgor with respect to any Collateral or Pledgor Owned Collateral, (F) settle, compromisecompromise or adjust any such suit, compoundaction or proceeding and, adjust in connection therewith, give such discharges or defend any actions, suits or proceedings relating to all or any of the Collateral; provided that nothing herein contained shall be construed releases as requiring or obligating the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such 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, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any commitment agreement with respect to or to make otherwise deal with any inquiry Collateral or Pledgor Owned Collateral as to fully and completely as though the nature or sufficiency of any payment received by Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s or such Pledgor’s expense, at any time, or from time to present time, all acts and things that the Collateral Agent deems necessary to protect, preserve or file any claim or notice, or to take any action with respect to realize upon the Collateral or any part thereof or Pledgor Owned Collateral and the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent Agent’s and the other Secured Parties Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor or such Pledgor might do. Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in subsections (iv) or (v) of this clause (a) unless an Event of Default shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiescontinuing.
(b) If any Grantor or any Pledgor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to expenses of the power of attorney granted Collateral Agent incurred in Section 11(a). All powers, authorizations and agencies contained connection with actions undertaken as provided in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released in accordance with Section 21.7.1 (
Appears in 1 contract
Samples: Credit Agreement (UTi WORLDWIDE INC)
Collateral Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby makes, irrevocably constitutes and appoints the Collateral Agent (and all officersany Related Person thereof, employees or agents designated by the Collateral Agent) the with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Pledgor name of such Grantor or in its own name, for the purpose of carrying out the provisions terms of this Agreement and taking the Loan Documents, to take any appropriate action and executing to execute any document or instrument that the Collateral Agent may deem be necessary or advisable desirable to accomplish the purposes hereof at any time after and during of the continuance of an Event of DefaultLoan Documents, which appointment is irrevocable (until termination of this Agreement in accordance with Section 21) and coupled with an interest. Without and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Contract, account or general intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent's security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.6, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and written notice by the Collateral Agent to the Pledgor of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofdirect, (iiB) to demandask or demand for, collect, and collect and receive payment ofof and receipt for, give receipt for any moneys, claims and give discharges and releases other amounts due or to become due at any time in respect of all or arising out of any of the Collateral, (iiiC) to sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any and all suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or and to enforce any rights other right in respect of any Collateral and Collateral, (ivE) to settle, compromise, compound, adjust or defend any actions, suits suits, proceedings, audits, claims, demands, orders or proceedings relating disputes brought against such Grantor with respect to all any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (H) take any of the Collateral; provided that nothing herein contained shall be construed actions described in Sections 6.2 and 6.4, and (I) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as requiring or obligating fully and completely as though the Collateral Agent to make any commitment or to make any inquiry as to were the nature or sufficiency of any payment received by absolute owner thereof for all purposes and do, at the Collateral Agent's option, at any time or from time to present or file any claim or noticetime, or to take any action with respect to all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon 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 Parties' security interests therein and to effect the intent of the exercise of the powers granted to them hereinLoan Documents, all as fully and neither they nor their Related Parties shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct (effectively as determined by a court of competent jurisdiction by final and non-appealable judgment) or that of any of their Related Partiessuch Grantor might do.
(b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.7 (Interest) of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable to the Collateral Agent in accordance with Section 7.11 of the Credit Agreement.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power by virtue of attorney granted in this Section 11(a)7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby Secured Obligations are released indefeasibly paid in accordance with Section 21full.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Cinedigm Digital Cinema Corp.)
