Collateral Agent’s Appointment. as Attorney-in-Fact, etc. Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this 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 Receivable 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 Receivable or with respect to any other Collateral whenever payable; (ii) in the case of any Copyright, Patent or Trademark, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent's and the other Secured Parties' security interest in such Copyright, Patent or Trademark 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 6.6 or 6.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (1) 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 direct; (2) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured 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 7.1(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 7.1(a) unless an Event of Default shall have occurred and be continuing. (a) 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. (b) 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 per annum as provided 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. (c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Wire Harness Industries Inc)
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. .
(a) Each Grantor U.S. Institution Subsidiary hereby irrevocably constitutes appoints, which appointment is irrevocable and appoints coupled with an interest, effective upon the occurrence and during the continuance of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor U.S. Institution Subsidiary and in the name of such Grantor U.S. Institution Subsidiary or in its own nameotherwise, for the purpose of carrying out the terms of this Collateral Agreement, to take any and all appropriate action and to execute any and all documents and instruments which that may be reasonably necessary or desirable to accomplish the purposes of this Collateral Agreement, and, without limiting the generality of the foregoing, each Grantor U.S. Institution Subsidiary hereby gives the Collateral Agent the power and right, on behalf of such GrantorU.S. Institution Subsidiary, either in the Collateral Agent’s name or in the name of such U.S. Institution Subsidiary or otherwise, without notice to or assent by such GrantorU.S. Institution Subsidiary, to do any or all of the following:
, in each case after the occurrence and during the continuance of an Event of Default and after written notice by the Collateral Agent of its intent to do so: (i) in the name of such Grantor or its own name, or otherwise, take i)take possession of and indorse endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable 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 Receivable Account or with respect to any other Collateral whenever payable;
; (ii) in ii)in the case of any CopyrightPledged U.S. Institution Subsidiary Patents, Patent Pledged U.S. Institution Subsidiary Trademarks or TrademarkPledged U.S. Institution Subsidiary Copyrights, execute and deliver deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s and the other Secured Parties' security interest ’ Security Interest in such CopyrightPledged U.S. Institution Subsidiary Patents, Patent Pledged U.S. Institution Subsidiary Trademarks or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
Pledged U.S. Institution Subsidiary Copyrights; (iii) pay 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) executeiv)execute, in connection with any sale provided for in Section 6.6 or 6.75.5, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(1) direct v)obtain and adjust insurance required to be maintained by any party liable for any payment under any U.S. Institution Subsidiary pursuant to Section 9.3 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 direct; (2) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured 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 7.1(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 7.1(a) unless an Event of Default shall have occurred and be continuing.
(a) 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.
(b) 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 per annum as provided 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.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.; G-15 EAST\142256231.3
Appears in 1 contract
Samples: Credit Agreement
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. .
(a) Each Grantor hereby irrevocably constitutes appoints (until the Termination Date), which appointment is irrevocable and appoints coupled with an interest, effective upon the occurrence and during the continuation of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own nameotherwise, for the purpose of carrying out the terms of this AgreementAgreement and the other Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which the Collateral Agent may be reasonably deem necessary or desirable to accomplish the purposes of this AgreementAgreement and the other Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and rightright (until the Termination Date), on behalf of such Grantor, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without notice to or assent by such Grantor, to do any or all of the followingfollowing at the same time or at different times, in each case after the occurrence and during the continuation of an Event of Default and after written notice by the Collateral Agent of its intent to do so:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable 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 monies due under any Receivable Account or with respect to any other Collateral whenever payable;
(ii) in the case of any Copyright, Patent or TrademarkIntellectual Property, execute and deliver deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s and the other Secured Parties' ’ security interest in such Copyright, Patent or Trademark Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes Taxes and Liens levied or placed on or threatened against the any 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 6.6 or 6.75.3, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and;
(1v) obtain, pay and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Term Loan Agreement;
(vi) send verifications of Accounts to any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account;
(vii) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys monies due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; ;
(2viii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; ;
(3ix) sign and indorse 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; ;
(4x) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; ;
(5xi) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent (not to be unreasonably withheld or delayed) 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; provided that such consent right shall not limit any other rights or remedies available to the Collateral Agent at law);
(6xii) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriateappropriate (with such Grantor’s consent (not to be unreasonably withheld or delayed) 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; provided that such consent right shall not limit any other rights or remedies available to the Collateral Agent at law);
(7xiii) assign assign, transfer or license any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), Intellectual Property Collateral throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole reasonable business discretion determine; and and
(8) xiv) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's ’s option and such Grantor's ’s expense, at any time, or from time to time, all acts and things which that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's ’s and the other Secured 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 7.1(a6.l(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 7.1(a6.1(a) unless an Event of Default shall have occurred and be continuing.
(ab) 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 dodo and solely for the purpose of enabling the Collateral Agent to exercise its rights and remedies hereunder for the benefit of the Secured Parties at such times, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(b) 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 per annum as provided 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.
(c) Each Grantor hereby ratifies all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are releasedTermination Date.
Appears in 1 contract
Samples: Security Agreement
Collateral Agent’s Appointment. as AttorneyAS ATTORNEY-inIN-FactFACT. Until all of the Secured Obligations have been paid in full, etc. Each Grantor hereby absolutely and irrevocably constitutes and appoints the Collateral Agent as Grantor's true and any officer or lawful agent thereofand attorney-in-fact, 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 name of Grantor: (a) to execute and do all such assurances, acts and things which Grantor or is required to do but has failed to do under the covenants and provisions contained in its own name, for the purpose of carrying out the terms of this Security Agreement, ; (b) to take any and all appropriate such action and to execute as Collateral Agent or any and all documents and instruments which of its agents, nominees or attorneys may be reasonably determine as necessary or desirable to accomplish advisable for the purposes purpose of maintaining, preserving or protecting the security constituted by this Agreement, and, without limiting the generality Security Agreement or any of the foregoingrights, each Grantor hereby gives the remedies, powers or privileges of Collateral Agent the power under this Security Agreement; and right(c) generally, 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 Grantor, exercise all or its own nameany of the powers, authorities and discretions, conferred on or otherwisereserved to Collateral Agent by or pursuant to this Security Agreement, take possession and (without prejudice to the generality of any of the foregoing) to seal and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable 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 deliver or otherwise deemed appropriate by the perfect any deed, assurance, agreement, instrument or act as Collateral Agent may deem proper in or for the purpose of collecting exercising any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;
(ii) in the case of any Copyright, Patent or Trademark, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent's and the other Secured Parties' security interest in such Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto powers, authorities 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) executediscretions, in connection with any sale provided for in Section 6.6 or 6.7each case. NONE OF COLLATERAL AGENT, any indorsementsSECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(1) 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 direct; (2) ask or demand forOFFICERS, collect and receive payment of and receipt forDIRECTORS, any and all moneysEMPLOYEES, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoicesAGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER THIS POWER OF ATTORNEY OR OTHERWISE, freight or express billsEXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, bills of ladingNOR FOR ANY PUNITIVE, storage or warehouse receiptsEXEMPLARY, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured 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 7.1(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 7.1(a) unless an Event of Default shall have occurred and be continuingINDIRECT OR CONSEQUENTIAL DAMAGES.
(a) 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.
(b) 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 per annum as provided 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.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Appears in 1 contract
Samples: Security Agreement (Central Vermont Public Service Corp)
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. .
(a) Each Grantor hereby irrevocably constitutes appoints, which appointment is irrevocable and appoints coupled with an interest, and shall automatically terminate on the Termination Date or, if sooner, upon the termination or release of such Grantor hereunder pursuant to Section 7.4, effective upon the occurrence and during the continuance of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own nameotherwise, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which that may be reasonably necessary or desirable advisable to accomplish the purposes of this Security 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, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without notice to or assent by such Grantor, to do any or all of the following, in each case after the occurrence and during the continuance of an Event of Default and after prior written notice by the Collateral Agent to the Company and any applicable Grantor of its intent to do so:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable Subject Account constituting Collateral 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 Receivable Subject Account constituting Collateral or with respect to any other Collateral whenever payable;
(ii) subject to Section 4.2(c), in the case of any Copyright, Patent or TrademarkIntellectual Property included in the Collateral, execute and deliver deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s and the other Secured Parties' security interest ’ Security Interest in such Copyright, Patent or Trademark Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) upon three (3) Business Days’ prior written notice, pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by Collateral (other than taxes not required to be discharged under the terms of this Agreement and pay all or any part Credit Agreement) other than Liens permitted under Section 10.2 of the premiums therefor and the costs thereofCredit Agreement;
(iv) execute, in connection with any sale provided for in Section 6.6 or 6.76.6, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and;
(1v) obtain and adjust insurance required to be maintained by such Grantor pursuant to the Credit Agreement;
(vi) 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 direct; ;
(2vii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; ;
(3viii) sign and indorse 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; ;
(4ix) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; ;
(5x) 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; );
(6xi) settle, compromise or adjust any such suit, action or proceeding with respect to the Collateral and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; appropriate (7with 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 Intellectual Property (along with the goodwill of the business to which any such Copyright, Patent or Trademark Intellectual Property pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole reasonable business discretion determine; and
(xiii) subject to Section 6.1(e) and (8) Section 6.6, generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's ’s option and such Grantor's ’s expense, at any time, or from time to time, all acts and things which that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's ’s and the other Secured Parties' security interests ’ Security Interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 7.1(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 7.1(a) unless an Event of Default shall have occurred and be continuingcontinuing and after the expiration of any notice periods otherwise required hereunder or under any other Credit Document.
(ab) If Subject to any limitations of the Collateral Agent to take actions as set forth in Section 7.1(a), if any Grantor fails to perform or comply with any of its agreements contained hereinherein within a reasonable period of time after the Collateral Agent has requested in writing for it to do so, 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.
(bc) The reasonable and documented out of pocket expenses of the Collateral Agent Agent, in each case subject to the limitations on reimbursements of costs and expenses set forth in Section 13.5 of the Credit Agreement, incurred in connection with actions undertaken undertook as provided in this Section 7.1, together with interest thereon at a rate per annum as provided under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, 6.1 shall be payable by such Grantor to the Collateral Agent on demandto the extent required by, and in accordance with Section 13.5 of the Credit Agreement to the extent required thereby, and in accordance therewith.
(cd) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof and in accordance with the terms 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 (or, with respect to any Grantor, until such Grantor is released in accordance with Section 7.4(b)) and the security interests Security Interests created hereby are released.
Appears in 1 contract
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. Each Grantor Etc.
(a) The Pledgor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor the Pledgor and in the name of such Grantor the Pledgor, as appropriate, or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all reasonably appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor the Pledgor hereby gives the Collateral Agent the power and right, on behalf of such Grantorthe Pledgor, without notice to or assent by such Grantorthe Pledgor, to do any or all of the following:
(i) unless being disputed in accordance with the name terms of such Grantor or its own namethe Indenture, 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 Receivable 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 Receivable or with respect to any other Collateral whenever payable;
(ii) in the case of any Copyright, Patent or Trademark, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent's and the other Secured Parties' security interest in such Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens liens (other than liens for taxes not yet delinquent, or which can thereafter be paid without penalty, in each case such that the lien cannot be enforced) levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement Agreement, the Indenture or any other Note Document and pay all or any part of the premiums therefor and the costs thereof;
(ivii) execute, in connection with any sale provided for in Section 6.6 or 6.75.01, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(1iii) (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 (for the benefit of the Secured Creditors) or as the Collateral Agent shall direct; (2B) ask or demand for, collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3C) sign in the name of the Pledgor, as appropriate, or its own name, or otherwise, take possession of and indorse and collect any invoicescheck, freight draft, note, acceptance or express bills, bills other instrument for the payment of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices moneys due with respect to any Collateral and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5D) defend any suit, action or proceeding brought against such Grantor the Pledgor with respect to any Collateral; (6E) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, F) sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's ’s option and such Grantor's the Pledgor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' ’s security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor the Pledgor might do. Anything in this Section 7.1(a6.01(a) to the contrary notwithstanding, (x) the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a6.01(a) unless an Event of Default shall have occurred and be continuing, and (y) the parties agree that the grant of the power of attorney set forth in this Section 6.01(a) shall not be deemed to create an obligation on the part of the Collateral Agent to take any one or more of the actions described herein.
(ab) If any Grantor the Pledgor fails to perform or comply with any of its agreements contained hereinherein within the applicable grace periods, 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.
(bc) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in and in accordance with this Section 7.1, together with interest thereon at a rate per annum as provided under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, 6.01 shall constitute Notes Obligations and shall be payable by such Grantor the Pledgor to the Collateral Agent on demand.
(cd) Each Grantor The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue and in compliance 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 releasedreleased as set forth in Section 7.10(b).
Appears in 1 contract
Samples: Indenture (Transocean Ltd.)
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. Each Grantor .
(a) Subject to the Loan Collateral Agreement and the Intercreditor Agreement, each Grantor, pursuant to Section 11.1 of the Indenture, hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this 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, 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 Receivable or Contract 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 Receivable or Contract or with respect to any other Collateral whenever payable;
(ii) in the case of any Copyright, Patent or TrademarkIntellectual Property, execute and deliver 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 other Secured Parties' security interest in such Copyright, Patent or Trademark 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 6.6 5.6 or 6.75.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(1) 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 direct; (2) ask or demand for, collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured 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 7.1(a6.1(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 7.1(a6.1(a) (except for the rights provided in Section 6.1(a)(iii)) unless an Event of Default shall have occurred and be continuing, subject to the Intercreditor Agreement.
(ab) If Subject to the Loan Collateral Agreement and the Intercreditor Agreement, 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.
(bc) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate per annum as provided equal to the Defaulted Interest under the Credit AgreementIndenture, 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.
(cd) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Appears in 1 contract
Samples: Indenture (Harvard Industries Inc)
Collateral Agent’s Appointment. as Attorney-in-Fact
(a) Subject to the last sentence of this Section 6.1(a), etc. Each each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be reasonably necessary or desirable to accomplish the purposes of this 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 checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any Receivable 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 Receivable Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Copyright, Patent or TrademarkIntellectual Property, execute and deliver deliver, and have recorded, any and all agreementsagreement, instrumentsinstrument, documents and papers document or paper as the Collateral Agent may request to evidence the Collateral Agent's and the other Secured Parties' security interest interests in such Copyright, Patent or Trademark Intellectual Property and the goodwill and general intangibles 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 repair or pay any insurance called for by the terms of this Agreement and pay (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.6 5.1 (Code and Other Remedies) or 6.75.5 (Registration Rights), any indorsementsendorsement, assignments assignment or other instruments instrument of conveyance or transfer with respect to the Collateral; andor
(1A) 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 direct; , (2B) ask or demand for, collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; , (3C) sign and indorse any invoicesinvoice, freight or express billsxxxx, bills xxxx of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verificationsverification, notices notice and other documents document in connection with any of the Collateral; , (4D) commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any portion thereof and to enforce any other right in respect of any Collateral; , (5E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; , (6F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; , (7G) 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, 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 (8) H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured 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 7.1(aclause (a) to the contrary notwithstanding, the Collateral Agent agrees that it will shall not exercise any rights right under the power of attorney provided for in this Section 7.1(aclause (a) unless an Event of Default shall have occurred and be continuing.
(ab) 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.
(bc) The reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate per annum as provided 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 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.
(cd) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Revlon Consumer Products Corp)
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. .
(a) Each Grantor hereby irrevocably constitutes appoints, which appointment is irrevocable and appoints coupled with an interest, and shall automatically terminate on the Termination Date or, if sooner, upon the termination or release of such Grantor hereunder pursuant to Section 7.4, effective upon the occurrence and during the continuance of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own nameotherwise, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which that may be reasonably necessary or desirable advisable to accomplish the purposes of this Security 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, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without notice to or assent by such Grantor, to do any or all of the following, in each case after the occurrence and during the continuance of an Event of Default and after prior written notice by the Collateral Agent to the Company and any applicable Grantor of its intent to do so:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable Subject Account constituting Collateral 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 Receivable Subject Account constituting Collateral or with respect to any other Collateral whenever payable;
(ii) subject to Section 4.2(c), in the case of any Copyright, Patent or TrademarkIntellectual Property included in the Collateral, execute and deliver deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s and the other Secured Parties' security interest ’ Security Interest in such Copyright, Patent or Trademark Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) upon three (3) Business Days’ prior written notice, pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by Collateral (other than taxes not required to be discharged under the terms of this Agreement and pay all or any part Credit Agreement) other than Liens permitted under Section 10.2 of the premiums therefor and the costs thereofCredit Agreement;
(iv) execute, in connection with any sale provided for in Section 6.6 or 6.76.6, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and;
(1v) obtain and adjust insurance required to be maintained by such Grantor pursuant to the Credit Agreement;
(vi) 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 direct; ;
(2vii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; ;
(3viii) sign and indorse 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; ;
(4ix) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; ;
(5x) 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; );
(6xi) settle, compromise or adjust any such suit, action or proceeding with respect to the Collateral and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; appropriate (7with 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 Intellectual Property (along with the goodwill of the business to which any such Copyright, Patent or Trademark Intellectual Property pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole reasonable business discretion determine; and
(xiii) subject to Section 6.1(e) and (8) Section 6.6, generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's ’s option and such Grantor's ’s expense, at any time, or from time to time, all acts and things which that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's ’s and the other Secured Parties' security interests ’ Security Interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 7.1(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 7.1(a) unless an Event of Default shall have occurred and be continuingcontinuing and after the expiration of any notice periods otherwise required hereunder or under any other Credit Document.
(ab) If Subject to any limitations of the Collateral Agent to take actions as set forth in Section 7.1(a), if any Grantor fails to perform or comply with any of its agreements contained hereinherein within a reasonable period of time after the Collateral Agent has requested in writing for it to do so, 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.
(bc) The reasonable and documented out of pocket expenses of the Collateral Agent incurred Agent, in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum as provided under the Credit Agreement, from the date of payment by the Collateral Agent each case subject to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent limitations on demand.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations reimbursements of costs 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.expenses set forth in
Appears in 1 contract
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time after the occurrence, and during the continuation, of an Event of Default in the Collateral Agent's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Security 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:
(ia) in the name of such Grantor 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 Receivable Trademark License 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 Receivable Trademark License or with respect to any other Collateral whenever payable;
(iib) in the case of any Copyright, Patent or Trademark, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent's and the other Secured Parties' security interest in such Copyright, Patent or Trademark 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 provided that if such taxes are being contested in good faith and by appropriate proceedings, the terms of this Agreement and pay all or any part of the premiums therefor Collateral Agent and the costs thereof;
(iv) execute, in connection Lenders will consult with such Grantor before making any sale provided for in Section 6.6 or 6.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralsuch payment; and
(1i) 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 or as the Collateral Agent shall direct; (2ii) to ask or demand for, collect and collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3iii) 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; (4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5iv) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6v) to settle, compromise or adjust any such suit, action or proceeding described in clause (iv) above upon reasonable terms and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem reasonably appropriate; (7vi) to assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout pertains)throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole reasonable discretion determine; and (8) vii) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured PartiesLenders' security interests therein Liens thereon and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 7.1(a) Notwithstanding anything 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 7.1(a) unless an Event of Default shall have occurred and be continuing.
(a) 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 Agent shall give such agreement.
(b) The expenses Grantor not less than ten days prior written notice of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum as provided under time and place of any sale or other intended disposition of any 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.
(c) Collateral. Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are This power of attorney is a power coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are releasedshall be irrevocable.
Appears in 1 contract
Samples: Trademark Security Agreement (Marvel Enterprises Inc)
Collateral Agent’s Appointment. as Attorney-in-Attorney in Fact, etc. .
(a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent (such appointment being coupled with an interest) and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this 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:following (provided that anything in this Section 7.1(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 7.1(a) unless an Event of Default shall have occurred and be continuing):
(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 Receivable 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 Receivable or with respect to any other Collateral whenever payable;
(ii) in the case of any CopyrightUnited States registered or applied for Copyrights, Patent Patents or TrademarkTrademarks owned by or exclusively licensed to such Grantor in its own name, execute and deliver deliver, and have recorded, any and all agreements, instruments, documents and papers signed by such Grantor as the Collateral Agent may reasonably request to evidence the Administrative Agent’s, the Collateral Agent's ’s and the other Secured Parties' ’ first priority perfected security interest in such Copyrightregistered or applied for Copyrights, Patent or Trademark Patents and Trademarks 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 6.6 6.7 or 6.76.8, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(1) 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 direct; (2) ask or demand for, collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; (7) subject to pre-existing rights and licenses, assign any Copyright, Patent or Trademark of such Grantor (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 reasonable discretion determine; and (8) subject to pre-existing rights and licenses, generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's ’s option and such Grantor's ’s expense, at any time, or from time to time, all acts and things which the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s, the Collateral Agent's ’s and the other Secured 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 7.1(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 7.1(a) unless an Event of Default shall have occurred and be continuing.
(ab) 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 give such Grantor written notice of such failure to perform or comply and if such Grantor fails to perform or comply within three (3) Business Days of receiving such notice (or if the Collateral Agent reasonably determines that irreparable harm to the Collateral or to the security interest of the Collateral Agent hereunder could result prior to the end of such three-Business Day period), then the Collateral Agent may perform or comply, or otherwise cause performance or compliance, with such agreement.
(b) 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 per annum as provided 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.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. .
(a) Each Grantor hereby irrevocably constitutes appoints, which appointment is irrevocable and appoints coupled with an interest, and shall automatically terminate on the Termination Date or, if sooner, upon the termination or release of such Grantor hereunder pursuant to Section 6.5, effective upon the occurrence and during the continuance of an Event of Default and subject to the terms of the Intercreditor Agreement, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own nameotherwise, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which that may be reasonably necessary or desirable advisable to accomplish the purposes of this Security 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, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without notice to or assent by such Grantor, to do any or all of the following, in each case after the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, and after written notice by the Collateral Agent to the Borrower and any applicable Grantor of its intent to do so:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable Account constituting Collateral 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 Receivable Account constituting Collateral or with respect to any other Collateral whenever payable;
(ii) in the case of any Copyright, Patent or TrademarkIntellectual Property, execute and deliver deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s and the other Secured Parties' security interest ’ Security Interest in such Copyright, Patent or Trademark Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) upon three (3) Business Days’ prior written notice, pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by Collateral (other than taxes not required to be discharged under the terms of this Credit Agreement and pay all or any part of the premiums therefor and the costs thereofother than Permitted Liens);
(iv) execute, in connection with any sale provided for in Section 6.6 or 6.75.5, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and;
(1v) obtain and adjust insurance required to be maintained by such Grantor pursuant to Section 9.3 of the Credit Agreement;
(vi) 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 direct; ;
(2vii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; ;
(3viii) sign and indorse 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; ;
(4ix) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; ;
(5x) 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; );
(6xi) settle, compromise or adjust any such suit, action or proceeding with respect to the Collateral and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; appropriate (7) assign with such Grantor’s consent to the extent such action or its resolution could materially affect such Grantor or any Copyright, Patent or Trademark (along of its Affiliates in any manner other than with the goodwill of the business respect to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and its continuing rights in such manner, as the Collateral Agent shall in its sole discretion determineCollateral); and and
(8) xii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's ’s option and such Grantor's ’s expense, at any time, or from time to time, all acts and things which that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's ’s and the other Secured Parties' security interests ’ Security Interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 7.1(a6.1(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 7.1(a6.1(a) unless an Event of Default shall have occurred and be continuingcontinuing and after the expiration of any notice periods otherwise required hereunder or under any other Credit Document.
(b) Subject to any limitations of the Collateral Agent to take actions as set forth in clause (a) If ), if any Grantor fails to perform or comply with any of its agreements contained hereinherein within a reasonable period of time after the Collateral Agent has requested it to do so, 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.
(bc) The reasonable and documented out-of-pocket expenses of the Collateral Agent Agent, in each case subject to the limitations on reimbursement of costs and expenses set forth in Section 13.5 of the Credit Agreement, incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate per annum as provided 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 demandwithin ten (10) Business Days of receipt by Holdings of an invoice setting forth such expense in reasonable detail.
(cd) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this 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.
Appears in 1 contract
Samples: Second Lien Security Agreement
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. Each .
(a) Subject to the terms of the Intercreditor Agreement and any Other Intercreditor Agreement, each Grantor hereby irrevocably constitutes appoints, which appointment is irrevocable and appoints coupled with an interest, effective upon the occurrence and during the continuation of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own nameotherwise, for the purpose of carrying out the terms of this Agreement, and the other Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which the Collateral Agent may be reasonably deem necessary or desirable to accomplish the purposes of this Agreement, and the other Loan Documents and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without notice to or assent by such Grantor, to do any or all of the followingfollowing at the same time or at different times, in each case after 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 endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable 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 Receivable Account or with respect to any other Collateral whenever payable;
(ii) in the case of any Copyright, Patent or TrademarkIntellectual Property, execute and deliver deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s and the other Secured Parties' security interest ’ Security Interest in such Copyright, Patent or Trademark 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 any 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 6.6 or 6.75.05, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and;
(1v) obtain, pay and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Credit Agreement;
(vi) solely with respect to events of default pursuant to Sections 8.01(a) and 8.01(f) of the Credit Agreement, send verifications of Accounts to any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account;
(vii) solely with respect to events of default pursuant to Sections 8.01(a) and 8.01(f) of the Credit Agreement, 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 direct; ;
(2viii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; ;
(3ix) sign and indorse 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; ;
(4x) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; ;
(5xi) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent (not to be unreasonably withheld or delayed) 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; provided that such consent right shall not limit any other rights or remedies available to the Collateral Agent at law);
(6xii) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriateappropriate (with such Grantor’s consent (not to be unreasonably withheld or delayed) 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; provided that such consent right shall not limit any other rights or remedies available to the Collateral Agent at law);
(7xiii) assign subject to any Copyrightexisting reserved rights and licenses, Patent assign, license or Trademark (along with the goodwill of the business to which sublicense any such Copyright, Patent or Trademark pertains), Intellectual Property Collateral throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole reasonable business discretion determine; and
(xiv) generally, but subject to any existing reserved rights and (8) generallylicenses, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's ’s option and such Grantor's ’s expense, at any time, or from time to time, all acts and things which that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's ’s and the other Secured Parties' security interests ’ 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 7.1(a6.0l(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 7.1(a6.01(a) unless an Event of Default shall have occurred and be continuing.
(ab) 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.
(bc) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.16.01, together with interest thereon at a rate per annum as provided equal to the highest rate per annum at which interest would then be payable on any category of past due 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.
(cd) Each Grantor hereby ratifies all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.
Appears in 1 contract
Samples: Security Agreement
Collateral Agent’s Appointment. AS ATTORNEY-IN-FACT
(a) Until such time as Attorney-in-Factall Secured Obligations shall have been paid in full, etc. Each each Grantor hereby irrevocably constitutes and appoints the each Collateral Agent and any officer or agent thereofof either of them, 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 name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the each 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 checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any Receivable 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 such Collateral Agent for the purpose of collecting any and all such moneys due under any Receivable Account or General Intangible or with respect to any other Collateral whenever payable;
(ii) in the case of any Copyright, Patent or TrademarkIntellectual Property, execute and deliver deliver, and have recorded, any and all agreementsagreement, instrumentsinstrument, documents and papers document or paper as the such Collateral Agent may request to evidence the such Collateral Agent's and the other Secured Parties' security interest interests in such Copyright, Patent or Trademark Intellectual Property and the goodwill and general intangibles 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 repair or pay any insurance called for by the terms of this Agreement and pay (including all or any part of the premiums therefor and the costs thereof);
(iv) execute, in connection with any sale provided for in Section 6.6 SECTION 5.1 (CODE AND OTHER REMEDIES) or 6.75.5 (REGISTRATION RIGHTS), any indorsementsendorsement, assignments assignment or other instruments instrument of conveyance or transfer with respect to the Collateral; andor
(1A) 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 such Collateral PLEDGE AND SECURITY AGREEMENT PRESTIGE BRANDS, INC. Agent or as the such Collateral Agent shall direct; , (2B) ask or demand for, collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; , (3C) sign and indorse any invoicesinvoice, freight or express billsxxxx, bills xxxx of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verificationsverification, notices notice and other documents document in connection with any of the Collateral; , (4D) commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any portion thereof and to enforce any other right in respect of any Collateral; , (5E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; , (6F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the such Collateral Agent may deem appropriate; , (7G) 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, manner as the such Collateral Agent shall in its sole discretion determine; , including the execution and filing of any document necessary to effectuate or record such assignment and (8) H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the such Collateral Agent were the absolute owner thereof for all purposes, and do, at the such Collateral Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the that such Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's Agents' and the other Secured 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 7.1(aCLAUSE (a) to the contrary notwithstanding, the each Collateral Agent agrees that it will shall not exercise any rights right under the power of attorney provided for in this Section 7.1(aCLAUSE (a) unless an Event of Default shall have occurred be continuing and such exercise shall be continuingpermitted pursuant to the Intercreditor Agreement.
(ab) If any Grantor fails to perform or comply with any of its agreements contained herein, the each 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.
(bc) The expenses of the either Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1SECTION 6.1, together with interest thereon at a rate per annum as provided 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 such Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the such Collateral Agent on demand.
(cd) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Appears in 1 contract
Samples: Pledge and Security Agreement (Prestige Brands Holdings, Inc.)
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. Each .
(a) Subject to the terms of the Intercreditor Agreements, each Grantor hereby irrevocably constitutes appoints, which appointment is irrevocable and appoints coupled with an interest, effective upon the occurrence and during the continuance of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own nameotherwise, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which that may be reasonably necessary or desirable to accomplish the purposes of this Security 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, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without notice to or assent by such Grantor, to do any or all of the following:
, in each case after the occurrence and during the continuance of an Event of Default and after written notice by the Collateral Agent of its intent to do so: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable 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 Receivable Account or with respect to any other Collateral whenever payable;
; (ii) in the case of any Copyright, Patent or TrademarkIntellectual Property, execute and deliver deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent's ’s and the other Secured Parties' security interest ’ Security Interest in such Copyright, Patent or Trademark 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 6.6 or 6.75.5, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(1v) obtain and adjust insurance in an amount usual and customary; (vi) 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 direct; (2) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured 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 7.1(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 7.1(a) unless an Event of Default shall have occurred and be continuing.
(a) 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.
(b) 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 per annum as provided 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.
(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.;
Appears in 1 contract
Samples: Security Agreement
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. .
(a) Each Grantor Borrower hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor Borrower and in the name of such Grantor Borrower or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor Borrower hereby gives the Collateral Agent the power and right, on behalf of such GrantorBorrower, without notice to or assent by such GrantorBorrower, to do any or all of the followingfollowing upon the occurrence and during the continuation of an Event of Default:
(i) in the name of such Grantor Borrower 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 Receivable or with respect to any other Collateral 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 Receivable or with respect to any other Collateral whenever payable;
(ii) in the case of any Copyright, Patent or TrademarkIntellectual Property, execute and deliver deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's and the other Secured Parties' ’s security interest in such Copyright, Patent or Trademark Intellectual Property and the goodwill and general intangibles of such Grantor Borrower relating thereto or represented symbolized 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 or any other Transaction Document 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 6.6 Sections 7.6 or 6.77.7, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and;
(1v) 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 direct; ;
(2vi) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; ;
(3vii) 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; ;
(4viii) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; ;
(5ix) defend any suit, action or proceeding brought against such Grantor Borrower with respect to any Collateral; ;
(6x) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; ;
(7xi) 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 and
(8) xii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's ’s option and such Grantor's expenseBorrower’s expense (including reasonable attorneys’ fees), at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' ’s security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor Borrower might do. Anything in this Section 7.1(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 7.1(a) unless an Event of Default shall have occurred and be continuing.
(ab) If any Grantor Borrower fails to perform or comply with any of its agreements contained hereinherein or in any contract included in the Collateral, 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.
(bc) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.18.1, together with interest thereon at a rate per annum as provided under the Credit Agreement, equal to 2% per month from the date of payment by the Collateral Agent to the date reimbursed by the relevant GrantorBorrower, shall be payable by such Grantor Borrower to the Collateral Agent on demand.
(cd) Each Grantor Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
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Collateral Agent’s Appointment. as Attorney-in-Fact, etc. Each .
(a) Subject to the terms of any applicable Intercreditor Agreement, each Grantor hereby irrevocably constitutes appoints, which appointment is irrevocable and appoints coupled with an interest, effective upon the occurrence and during the continuation of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own nameotherwise, for the purpose of carrying out the terms of this Agreement, and the other Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which the Collateral Agent may be reasonably deem necessary or desirable to accomplish the purposes of this Agreement, and the other Loan Documents and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without notice to or assent by such Grantor, to do any or all of the followingfollowing at the same time or at different times, in each case after 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 endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable 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 Receivable Account or with respect to any other Collateral whenever payable;
(ii) in the case of any Copyright, Patent or TrademarkIntellectual Property, execute and deliver deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s and the other ABL Secured Parties' security interest ’ Security Interest in such Copyright, Patent or Trademark 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 any 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 6.6 or 6.75.05, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and;
(1v) obtain, pay and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the ABL Credit Agreement;
(vi) solely with respect to an Event of Default pursuant to Sections 8.01(a), 8.01(f) and 8.01(g) of the ABL Credit Agreement, send verifications of Accounts to any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account;
(vii) solely with respect to an Event of Default pursuant to Sections 8.01(a), 8.01(f) and 8.01(g) of the ABL Credit Agreement, 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 direct; ;
(2viii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; ;
(3ix) sign and indorse 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; ;
(4x) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; ;
(5xi) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent (not to be unreasonably withheld or delayed) 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; provided that such consent right shall not limit any other rights or remedies available to the Collateral Agent at law);
(6xii) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriateappropriate (with such Grantor’s consent (not to be unreasonably withheld or delayed) 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; provided that such consent right shall not limit any other rights or remedies available to the Collateral Agent at law);
(7xiii) assign subject to any Copyrightexisting reserved rights and licenses, Patent assign, license or Trademark (along with the goodwill of the business to which sublicense any such Copyright, Patent or Trademark pertains), Intellectual Property Collateral throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole reasonable business discretion determine; and
(xiv) generally, but subject to any existing reserved rights and (8) generallylicenses, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's ’s option and such Grantor's ’s expense, at any time, or from time to time, all acts and things which that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's ’s and the other ABL Secured Parties' security interests ’ 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 7.1(a6.0l(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 7.1(a6.01(a) unless an Event of Default shall have occurred and be continuing.
(ab) 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.
(bc) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in permitted under this Section 7.16.01, together with interest thereon at a rate per annum as provided equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the ABL 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.
(cd) Each Grantor hereby ratifies all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.
Appears in 1 contract
Samples: Abl Security Agreement
Collateral Agent’s Appointment. as Attorney-in-Fact, etc. .
(a) Each Grantor hereby irrevocably constitutes appoints, which appointment is irrevocable and appoints coupled with an interest, effective upon the occurrence and during the continuance of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own nameotherwise, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which that may be reasonably necessary or desirable to accomplish the purposes of this Security 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, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without notice to or assent by such Grantor, to do any or all of the following, in each case after the occurrence and during the continuance of an Event of Default and after written notice by the Collateral Agent of its intent to do so:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable 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 Receivable Account or with respect to any other Collateral whenever payable;
(ii) in the case of any Copyright, Patent or TrademarkIntellectual Property, execute and deliver deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s and the other Secured Parties' security interest ’ Security Interest in such Copyright, Patent or Trademark 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 6.6 or 6.75.5, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and;
(1v) obtain and adjust insurance required to be maintained by such Grantor pursuant to Section 9.3 of the Credit Agreement;
(vi) 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 direct; ;
(2vii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; ;
(3viii) sign and indorse 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; ;
(4ix) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; ;
(5x) 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; );
(6xi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; appropriate (7with 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 and
(8) xiii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's ’s option and such Grantor's ’s expense, at any time, or from time to time, all acts and things which that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's ’s and the other Secured Parties' security interests ’ Security Interests therein and to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 7.1(a6.1(a) to the contrary notwithstandingnotwithstanding and subject to the terms of the Intercreditor Agreement, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a6.1(a) unless an Event of Default shall have occurred and be continuing.
(ab) 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.
(bc) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate per annum as provided 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.
(cd) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this 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.
Appears in 1 contract
Samples: Security Agreement
