Common use of PERFECTING THE SECURITY INTEREST; PROTECTING THE COLLATERAL Clause in Contracts

PERFECTING THE SECURITY INTEREST; PROTECTING THE COLLATERAL. (a) Each of Borrower and each Loan Party (other than any Loan Party organized and/or incorporated under the laws of the European Union or any member state thereof or the laws of any other European jurisdiction) hereby authorizes the Agent to file such financing statements relating to the Collateral without Borrower’s or such Loan Party’s signature thereon as the Agent may deem appropriate, and appoints the Agent as Borrower’s and such Loan Party’s attorney-in-fact (without requiring the Agent) to perform all other acts which the Agent deems appropriate to perfect and continue the Security Interest and to protect, preserve, and realize upon the Collateral. (b) [Intentionally Omitted]. (c) Agent may, at its option, from time to time make such disbursements and advances (“Special Advances”) which Agent, in its sole discretion, after the occurrence of a Default or an Event of Default or at any time the other conditions precedent set forth in Article 3 have not been satisfied, (i) deems necessary or desirable either to preserve or protect the Collateral or any portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrower of the Indebtedness, or (iii) to pay any other amount chargeable to Borrower pursuant to the terms of this Agreement or any of the other Loan Documents consisting of costs, fees and expenses and payments to any issuer of Letters of Credit, provided, that, (x) the aggregate principal amount of the Special Advances pursuant to this Section 14.1(c), plus the then outstanding principal amount of the additional Revolving Loans and for the issuance of Letters of Credit which Agent may make or cause to be made or provide as otherwise set forth herein, shall not exceed the lesser of (A) 5% of the Maximum Amount and (B) 10% of Borrowing Capacity and (y) the aggregate principal amount of the Special Advances made pursuant to this Section 14.1(c) shall not exceed an amount to equal to ten (10%) percent of the Maximum Amount. Special Advances shall be repayable on demand and be secured by the Collateral. Special Advances shall not constitute Revolving Loans but shall otherwise constitute Indebtedness hereunder, and shall bear interest at the rate applicable from time to time to Revolving Loans maintained as Prime Rate Loans. Without limitation of its obligations pursuant to Article 2 hereof, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid in accordance with Section 2.10 or 2.17 hereof. At any time after the first Special Advance is made hereunder, if any, the Requisite Lenders may revoke the Agent’s right to make future Special Advances. Such revocation shall be in writing and shall become effective upon Agent’s receipt thereof.

PERFECTING THE SECURITY INTEREST; PROTECTING THE COLLATERAL. (a) Each of Borrower and each Loan Party (other than any Loan Party organized and/or incorporated under the laws of the European Union or any member state thereof or the laws of any other European jurisdiction) Metretek hereby authorizes the Agent to file such financing statements relating to the Collateral without Borrower’s or such Loan Party’s signature thereon as the Agent may deem appropriate, and irrevocably appoints the Agent Lender as Borrower’s and such Loan Party’s 's (or Metretek's, as applicable) attorney-in-fact fact, with full authority in the place and stead of Borrower and/or Metretek, as applicable, and in the name of Borrower, Metretek, Lender or otherwise, from time to time (after the occurrence and continuation of a Default or Event of Default with respect to clauses (a), (b), (d), (e) and (g) below, and at any time with respect to clauses (c) and (f) below) in Lender's discretion to take any action and to execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without requiring the Agentlimitation: (a) to perform obtain and adjust insurance required to be paid to Lender; (b) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts xxr moneys due and to become due under or in respect of any of the Collateral; (c) to receive, endorse, and collect any drafts or other Instruments, documents and chattel paper, in connection with clauses (a) and (b) above); (d) to file any claims or take any action or institute any proceedings that Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Lender with respect to any of the Collateral; (e) to pay or discharge taxes or liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Lender in its sole discretion, and such payments made by Lender to become obligations of Borrower to Lender, due and payable immediately without demand; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; and (g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Lender were the absolute owner thereof for all other purposes, and to do, at Lender's option and Borrower's expense, at any time or from time to time, all acts which the Agent and things that Lender deems appropriate to perfect and continue the Security Interest and necessary to protect, preserve, and preserve or realize upon the Collateral. (b) [Intentionally Omitted]. (c) Agent may, at its option, from time to time make such disbursements and advances (“Special Advances”) which Agent, in its sole discretion, after the occurrence of a Default or an Event of Default or at any time the other conditions precedent set forth in Article 3 have not been satisfied, (i) deems necessary or desirable either to preserve or protect the Collateral or any portion thereof or (ii) to enhance the likelihood or maximize the amount of repayment by Borrower of the Indebtedness, or (iii) to pay any other amount chargeable to Borrower pursuant to the terms of this Agreement or any of the other Loan Documents consisting of costs, fees and expenses and payments to any issuer of Letters of Credit, provided, that, (x) the aggregate principal amount of the Special Advances pursuant to this Section 14.1(c), plus the then outstanding principal amount of the additional Revolving Loans and for the issuance of Letters of Credit which Agent may make or cause to be made or provide as otherwise set forth herein, shall not exceed the lesser of (A) 5% of the Maximum Amount and (B) 10% of Borrowing Capacity and (y) the aggregate principal amount of the Special Advances made pursuant to this Section 14.1(c) shall not exceed an amount to equal to ten (10%) percent of the Maximum Amount. Special Advances shall be repayable on demand and be secured by the Collateral. Special Advances shall not constitute Revolving Loans but shall otherwise constitute Indebtedness hereunder, and shall bear interest at the rate applicable from time to time to Revolving Loans maintained as Prime Rate Loans. Without limitation of its obligations pursuant to Article 2 hereof, each Lender agrees that it shall make available to Agent, upon Agent’s demand, in immediately available funds, the amount equal to such Lender’s Pro Rata Share of each such Special Advance. If such funds are not made available to Agent by such Lender, such Lender shall be deemed a Defaulting Lender and Agent shall be entitled to recover such funds, on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid in accordance with Section 2.10 or 2.17 hereof. At any time after the first Special Advance is made hereunder, if any, the Requisite Lenders may revoke the Agent’s right to make future Special Advances. Such revocation shall be in writing and shall become effective upon Agent’s receipt thereof.