Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers: (a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and (b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 17 contracts
Samples: Loan and Security Agreement (Olympic Steel Inc), Loan and Security Agreement (Olympic Steel Inc), Loan and Security Agreement (Arctic Cat Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of DefaultDefault which is continuing, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent reasonably deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be reasonably necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems reasonably appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 6 contracts
Samples: Loan and Security Agreement (American Vanguard Corp), First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.), First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 4 contracts
Samples: Loan and Security Agreement (Seneca Foods Corp), Loan and Security Agreement (Hydrofarm Holdings Group, Inc.), Term Loan, Guaranty and Security Agreement (Turtle Beach Corp)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Contract Debtors of the assignment of their AccountsContracts, demand and enforce payment of Accounts payments on Contracts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to AccountsContracts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts claims with respect to amounts due on Contracts or other Collateral, or any legal proceedings brought to collect Accounts on Contracts or other Collateral; (iii) sell or assign any Accounts Contract and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate liquidate, and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account a Contract Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any AccountsContract, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts Contract and notices to Account Contract Debtors; (ix) use information contained in any data processing, electronic electronic, or other information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 4 contracts
Samples: Loan and Security Agreement (Conns Inc), Loan and Security Agreement (Conns Inc), Term Loan and Security Agreement (Conns Inc)
Power of Attorney. Each Borrower Loan Party hereby irrevocably constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent) as such BorrowerLoan Party’s true and lawful attorney (and agent-in-fact) for the purposes provided in this SectionSection 8.6. The Administrative Agent, or the Administrative Agent’s designee, may, without notice and in either its or a BorrowerLoan Party’s name, but at the cost and expense of Borrowersthe Loan Parties:
(a) Endorse a BorrowerLoan Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Administrative Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Administrative Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a BorrowerLoan Party’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerLoan Party, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas the Administrative Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerLoan Party’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower Loan Party is a beneficiary; and (xii) take all other actions as the Administrative Agent deems appropriate to fulfill any BorrowerLoan Party’s obligations under the Loan Documents.
Appears in 4 contracts
Samples: Term Loan and Security Agreement (Birks Group Inc.), Term Loan and Security Agreement (Birks Group Inc.), Term Loan and Security Agreement (Birks & Mayors Inc.)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borroweran Obligor’s name on any Payment Item remitted to or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession deposited in any lockbox or controlDominion Account; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 4 contracts
Samples: Term Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)
Power of Attorney. Each Borrower Debtor hereby irrevocably constitutes makes, constitutes, and appoints the Collateral Agent (and all Persons of such Collateral Agent’s officers, employees or agents designated by such Collateral Agent) as such Borrower’s its true and lawful attorney attorney, with power to: (and agent-in-facti) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrowersign such Debtor’s name on any Payment Item of the documents described hereunder or on any other proceeds of similar documents to be executed, recorded, or filed in order to perfect or continue perfected the Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of and Secured Parties’ security interest in the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to AccountsCollateral; (ii) settleat any time that an Event of Default has occurred and is continuing, adjustexecute, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts sign and other Collateral upon endorse such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a BorrowerDebtor’s name to a proof of claim on any invoice or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement lading relating to any Account, drafts against Account Debtors, schedules and assignments of Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts Accounts, and notices to Account Debtors; (ixiii) use information contained in send requests for verification of Accounts; (iv) at any data processingtime that an Event of Default has occurred and is continuing, electronic execute, sign and endorse such Debtor’s name on any checks, notices, instruments, acceptances, money orders, drafts, warrants or information systems relating to other item of payment or security that may come into the Collateral Agent’s possession; (v) at any time that an Event of Default has occurred and is continuing, demand, collect, receive, receipt for, xxx and recover all sums of money or other property which may now or hereafter become due, owing or payable from the Collateral; (xvi) make and adjust file any claim or claims under insurance policies; (xi) or, following an Event of Default, take any action as or institute or take part in any proceedings, either in its own name or in the name of such Debtor, or otherwise, which in the discretion of the Collateral Agent may seem to be necessary or appropriate advisable; (vii) at any time that an Event of Default has occurred and following acceleration of the Indebtedness, direct the Account Debtors and other persons sending mail to obtain payment the Debtors to send all mail relating to the Collateral to the Collateral Agent; (viii) at any time that an Event of Default has occurred and is continuing, make, settle, and adjust all claims under any letter the Debtors’ policies of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiaryinsurance and make all determinations and decisions with respect to such policies of insurance; and (xiiix) take at any time that an Event of Default has occurred and is continuing, settle and adjust disputes and claims respecting the Accounts directly with Account Debtors, for amounts and upon terms which the Collateral Agent determines to be reasonable, and the Collateral Agent may cause to be executed and delivered any documents and releases which the Collateral Agent determines to be necessary. The appointment of the Collateral Agent as such Debtor’s attorney, and each and every one of the Collateral Agent’s and Secured Parties’ rights and powers, being coupled with an interest, is irrevocable and shall remain in full force and effect until all of the Indebtedness has been fully repaid and the other actions as Obligations satisfied and the Collateral Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documentsrenounces such appointment.
Appears in 4 contracts
Samples: Security Agreement (Isco International Inc), Security Agreement (Isco International Inc), Security Agreement (Isco International Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and Grantor appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. AgentLender, or Agentany other person whom Lender may from time to time designate, as Grantor’s designeeattorney with power, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
to: (a) Endorse a Borrowerendorse Grantor’s name on any Payment Item checks, notes, acceptances, drafts or other proceeds forms of payment or security evidencing or relating to any Collateral (including proceeds of insurance) that may come into AgentLender’s possession or controlpossession; and
(b) During an Event sign Grantor’s name on any invoice or xxxx of Defaultlading relating to any Collateral, (i) notify any Account Debtors on drafts against customers, on schedules and confirmatory assignments of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwiseChattel Paper, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts Documents or other Collateral, or any legal proceedings brought on notices of assignment, financing statements under the UCC and other public records, on verifications of accounts and on notices to collect Accounts or Collateralcustomers; (iiic) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal the post office authorities to deliver any such change the address for delivery of Grantor’s mail to an address designated by AgentLender; (viid) endorse any receive and open all mail addressed to Grantor; (e) send requests for verification of Accounts, Chattel Paper, Document, Instrument, xxxx of lading, Instruments or other document or agreement relating Collateral to any Accountscustomers; and (f) do all things necessary to carry out this Agreement. Grantor ratifies and approves all acts of the attorney taken within the scope of the authority granted; provided, Inventory or other Collateral; (viii) use a Borrower’s stationery however, that so long as no Event of Default has occurred and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processingis continuing, electronic or information systems relating to Collateral; Lender: (x) make and adjust claims under insurance policiesshall not exercise the powers granted pursuant to Section 3.17(c) or (d); (xiy) take shall exercise the power granted by Section 3.17(e) through Lender’s trade accounting firm name and not in any action name identifying the verifying party as may be necessary or appropriate to obtain payment under any letter of credita bank, banker’s acceptance lender or other instrument for which a Borrower is a beneficiaryfinancial institution; and (xiiz) shall exercise the powers granted by Section 3.17(f) only upon Grantor’s failure to take action requested by Lender within five (5) business days after the Lender has requested that Grantor take the requested action. Neither Lender nor the attorney will be liable for any acts of commission or omission, or for any error in judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as any Obligation remains unpaid. Grantor waives presentment and protest of all instruments and notice thereof, notice of default and dishonor and all other actions as Agent deems appropriate notices to fulfill any Borrower’s obligations under the Loan Documentswhich Grantor may otherwise be entitled.
Appears in 4 contracts
Samples: Security Agreement (Virtual Radiologic CORP), Security Agreement (Virtual Radiologic CORP), Security Agreement (Virtual Radiologic CORP)
Power of Attorney. Each Borrower Customer hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) IBM Credit, with full power of substitution, as such Borrower’s its true and lawful attorney (and agentattorney-in-fact) for the purposes provided fact with full power, in this Section. Agent, or Agent’s designee, may, without notice good faith and in either its or a Borrower’s namecompliance with commercially reasonable standards, but at in the cost and expense discretion of BorrowersIBM Credit, to:
(aA) Endorse a Borrower’s sign the name of Customer on any Payment Item document or other proceeds of instrument that IBM Credit shall deem necessary or appropriate to perfect and maintain perfected the security interest in the Collateral (including proceeds of insurance) that come into Agent’s possession or control; andcontemplated under this Agreement and the Other Documents;
(bB) During endorse the name of Customer upon any of the items of payment of proceeds and deposit the same in the account of IBM Credit for application to the Obligations; and upon the occurrence and during the continuance of an Event of DefaultDefault as defined in Section 9.1 hereof:
(C) demand payment, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally otherwise exercise any all Customer's rights and remedies with respect to the collection of any Accounts; ;
(iiD) settle, adjust, modify, compromise, discharge extend or release renew any Accounts Accounts;
(E) settle, adjust or other Collateral, or compromise any legal proceedings brought to collect Accounts or Collateral; any Accounts;
(iiiF) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent deems IBM Credit may deem advisable; ;
(ivG) collect, liquidate discharge and receive balances in Deposit Accounts or investment accounts, and take control, in release any manner, of proceeds of Collateral; Accounts;
(vH) prepare, file and sign a Borrower’s Customer's name to a proof on any Proof of Claim in Bankruptcy or similar document against any Account debtor;
(I) prepare, file and sign Customer's name on any notice of lien, claim or other document in a bankruptcy of an Account Debtor, or to any noticemechanic's lien, assignment or satisfaction of Lien lien or mechanic's lien, or similar document; document in connection with any Accounts;
(vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (viiJ) endorse the name of Customer upon any Chattel Paperchattel paper, Documentdocument, Instrumentinstrument, invoice, freight xxxx, xxxx of lading, lading or other similar document or agreement relating to any Accounts, Inventory Account or other Collateral; goods pertaining thereto;
(viiiK) use a Borrower’s stationery endorse the name of Customer upon any of the items of payment of proceeds and deposit the same in the account of IBM Credit for application to the Obligation;
(L) sign its the name of Customer to verifications requests for verification of Accounts and notices thereof to Account Debtors; debtors;
(ixM) use information contained in sign the name of Customer on any data processingdocument or instrument that IBM Credit shall deem necessary or appropriate to enforce any and all remedies it may have under this Agreement, electronic at law or information systems relating to Collateral; otherwise;
(xN) make make, settle and adjust claims under insurance policiesthe Policies with respect to the Collateral and endorse Customer's name on any check, draft, instrument or other item of payment of the proceeds of the Policies with respect to the Collateral; and
(xiO) take control in any action manner of any term of payment or proceeds and for such purpose to notify the postal authorities to change the address for delivery of mail addressed to Customer to such address as IBM Credit may be necessary designate. The power of attorney granted by this Section is for value and coupled with an interest and is irrevocable so long as this Agreement is in effect or appropriate any Obligations remain outstanding. Nothing done by IBM Credit pursuant to obtain such power of attorney will reduce any of Customer's Obligations other than Customer's payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate Obligations to fulfill any Borrower’s obligations under the Loan Documentsextent IBM Credit has received monies.
Appears in 4 contracts
Samples: Inventory and Working Capital Financing Agreement (Datatec Systems Inc), Financing Agreement (Emtec Inc/Nj), Inventory and Working Capital Financing Agreement (Safeguard Scientifics Inc Et Al)
Power of Attorney. Each Borrower Grantor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerGrantor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerGrantor’s name, but at the cost and expense of BorrowersGrantor, during the existence of an Event of Default:
(a) Endorse a BorrowerGrantor’s name on any Payment Item payment item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors account debtors of the assignment of their Accounts, demand and enforce payment of Accounts payments on Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any claims with respect to amounts due on Accounts or other Collateral, or any legal proceedings brought to collect on Accounts or other Collateral; (iii) sell or assign any Accounts Account and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a BorrowerGrantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtora account debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerGrantor, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any AccountsAccount, Inventory or other Collateral; (viii) use a BorrowerGrantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtorsaccount debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower Grantor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerGrantor’s obligations hereunder or under the Loan DocumentsGuaranty.
Appears in 4 contracts
Samples: Omnibus Amendment and Reaffirmation of Existing Ancillary Documents (Conns Inc), Security Agreement (Conns Inc), Security Agreement (Conns Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes designates and appoints Agent Lender (and all Persons persons designated by AgentLender) as such Borrower’s 's true and lawful attorney (and agentattorney-in-fact) for the purposes provided , and authorizes Lender, in this Section. Agent, Borrower's or Agent’s designee, may, without notice and in either its or a Borrower’s Lender's name, but at the cost and expense of Borrowers:
to: (a) Endorse a Borrower’s name at any time an Event of Default or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuing (i) demand payment on any Payment Item Accounts or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession Inventory or control; and
(b) During an Event of Defaultother Collateral, (iii) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally (iii) exercise any all of Borrower's rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release collect any Accounts Account or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iiiiv) sell or assign any Accounts and other Collateral Account upon such terms, for such amounts amount and at such time or times as Agent the Lender deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) settle, adjust, compromise, extend or renew an Account, (vi) discharge and release any Account, (vii) prepare, file and sign a Borrower’s 's name to a on any proof of claim in bankruptcy or other similar document in a bankruptcy of against an Account Debtoraccount debtor, or to any notice, assignment or satisfaction of Lien or similar document; (viviii) receive, open and dispose of mail addressed to a Borrower, and notify postal the post office authorities to deliver any such change the address for delivery of Borrower's mail to an address designated by Agent; Lender, and open and dispose of all mail addressed to Borrower, and (viiix) do all acts and things which are necessary, in Lender's determination, to fulfill Borrower's obligations under this Agreement and the other Financing Agreements and (b) at any time to (i) take control in any manner of any item of payment or proceeds thereof, (ii) have access to any lockbox or postal box into which Borrower's mail is deposited, (iii) endorse Borrower's name upon any Chattel Paperitems of payment or proceeds thereof and deposit the same in the Lender's account for application to the Obligations, Document(iv) endorse Borrower's name upon any chattel paper, Instrumentdocument, xxxx of ladinginstrument, invoice, or other similar document or agreement relating to any Accounts, Inventory Account or any goods pertaining thereto or any other Collateral; , (viiiv) use a sign Borrower’s stationery and sign its 's name to verifications on any verification of Accounts and notices thereof to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; account debtors and (xiivi) take all other actions execute in Borrower's name and file any UCC financing statements or amendments thereto. Borrower hereby releases Lender and its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as Agent deems appropriate a result of Lender's own gross negligence or willful misconduct as determined pursuant to fulfill any Borrower’s obligations under the Loan Documentsa final non-appealable order of a court of competent jurisdiction.
Appears in 4 contracts
Samples: Loan and Security Agreement (Dsi Toys Inc), Loan and Security Agreement (Cti Industries Corp), Loan and Security Agreement (Exabyte Corp /De/)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerObligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a BorrowerObligor’s name on any Payment Item (including Chattel Paper and Instruments) or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a BorrowerObligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerObligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerObligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 3 contracts
Samples: Loan and Security Agreement (P&f Industries Inc), Loan and Security Agreement (P&f Industries Inc), Loan and Security Agreement (P&f Industries Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, maymay (but shall have no obligation to), without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or controlcontrol for deposit in a Dominion Account; and
(b) During the continuance of an Event of Default, with respect to any Collateral (i) notify any Account send notices to Contract Debtors of the assignment of their AccountsContracts, demand and enforce payment of Accounts payments on Contracts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to AccountsContract; (ii) settle, adjust, modify, compromise, discharge or release any Accounts claims with respect to amounts due on Contracts or other Collateral, or any legal proceedings brought to collect Accounts on Contracts or other Collateral; , (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate liquidate, and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (viv) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account a Contract Debtor, or to any notice, assignment or satisfaction of Lien or similar documentdocuments; (viv) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (viivi) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any AccountsContract, Inventory or other Collateral; (viiivii) use a Borrower’s stationery and sign its name to verifications of Accounts Contract and notices to Account Contract Debtors; (ixviii) use information contained in any data processing, electronic electronic, or other information systems relating to Collateral; (xix) make and adjust claims under insurance policies; (xix) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; (xi) following three (3) Business Days’ written notice to Borrower Agent, exercise any voting or other rights under or with respect to any Investment Property; and (xii) take all other lawful actions as Agent deems appropriate to fulfill any Borrower’s Borrowers’ obligations under the Loan Documents.
Appears in 3 contracts
Samples: Loan Agreement (Conns Inc), Loan Agreement (Conns Inc), Loan and Security Agreement (Conns Inc)
Power of Attorney. Each Borrower The Company hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrowerthe Company’s true and lawful attorney (and agent-in-fact) for the purposes provided in this SectionSection 9.6. Agent, or Agent’s designee, may, without notice and in either its or a Borrowerthe Company’s name, but at the cost and expense of Borrowers:
the Company, during the continuance of an Event of Default: (a) Endorse a Borrowerendorse the Company’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors account debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (iic) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iiid) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (ive) collect, liquidate and receive balances in Deposit Accounts Accounts, securities accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (vf) prepare, file and sign a Borrowerthe Company’s name to a proof of claim or other document in a bankruptcy of an Account Debtoraccount debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vig) receive, open and dispose of mail addressed to a Borrowerthe Company, and notify postal authorities to deliver any such mail to an address designated by Agent; (viih) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viiii) use a Borrowerthe Company’s stationery stationary and sign its name to verifications of Accounts and notices to Account Debtorsaccount debtors; (ixj) use information contained in any data processing, electronic or information systems relating to Collateral; (xk) make and adjust claims under insurance policies; (xil) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower the Company is a beneficiary; and (xiim) take any and all appropriate actions and execute and deliver any and all documents and instruments which may be necessary to accomplish the purposes of this Agreement and the other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Transaction Documents.
Appears in 3 contracts
Samples: Senior Secured Convertible Promissory Note Purchase Agreement (Kior Inc), Senior Secured Promissory Note and Warrant Purchase Agreement (Kior Inc), Senior Secured Promissory Note and Warrant Purchase Agreement (Kior Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this SectionSection 8.7. Agent, or Agent’s designee, may, during the continuation of an Event of Default, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify Notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems reasonably appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 3 contracts
Samples: Loan and Security Agreement (Bon Ton Stores Inc), Loan and Security Agreement (Bon Ton Stores Inc), Loan and Security Agreement (Bon Ton Stores Inc)
Power of Attorney. Each Borrower Loan Party hereby irrevocably constitutes and appoints the Applicable Agent (and all Persons designated by any Agent) as such BorrowerLoan Party’s true and lawful attorney (and agent-in-fact) for the purposes provided in this SectionSection 8.6. The Applicable Agent, or such Agent’s designee, may, without notice and in either its or a BorrowerLoan Party’s name, but at the cost and expense of Borrowersthe Loan Parties:
(a) Endorse a BorrowerLoan Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Applicable Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Applicable Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a BorrowerLoan Party’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerLoan Party, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas the Applicable Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerLoan Party’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower Loan Party is a beneficiary; and (xii) take all other actions as the Applicable Agent deems appropriate to fulfill any BorrowerLoan Party’s obligations under the Loan Documents.
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (Birks Group Inc.), Revolving Credit and Security Agreement (Birks Group Inc.), Revolving Credit and Security Agreement (Birks & Mayors Inc.)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent Bank (and all Persons designated by AgentBank) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Sectionsection. AgentBank, or Agent’s Bank's designee, may, without notice and in either its or a such Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a such Borrower’s 's name on any Payment Item payment item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s Bank's possession or control; and
(b) During the continuance of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent Bank deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts deposit accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a such Borrower’s 's name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a such Borrower, and notify postal authorities to deliver any such mail to an address designated by AgentBank; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a such Borrower’s 's stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s 's acceptance or other instrument for which a such Borrower is a beneficiary; and (xii) take all other actions as Agent Bank reasonably deems appropriate to fulfill any such Borrower’s 's obligations under this Agreement and the Loan Documents.
Appears in 3 contracts
Samples: Credit Agreement (Winc, Inc.), Credit Agreement (Winc, Inc.), Credit Agreement (Winc, Inc.)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints the Agent (and all Persons designated by the Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. The Agent, or the Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of the Borrowers:
(a) Endorse endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Agent’s possession or control; and
(b) During during an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand demand, and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; , (ii) settle, adjust, modify, compromise, discharge discharge, or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; , (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Agent deems advisable; , (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; , (v) prepare, file file, and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment assignment, or satisfaction of Lien or similar document; , (vi) receive, open open, and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agent; as the Agent may designate, (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory Inventory, or other Collateral; , (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; , (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; , (x) make and adjust claims under insurance policies; policies of insurance, (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower is a beneficiary; , and (xii) take all other actions as the Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 3 contracts
Samples: Loan and Security Agreement (Amkor Technology Inc), Loan and Security Agreement (Amkor Technology Inc), Loan and Security Agreement (Amkor Technology Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent Dealer authorizes CDF (and all Persons designated by Agentwhether or not Default has occurred) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
to: (a) Endorse a Borrowerfile financing statements describing CDF as “Secured Party,” Dealer as “Debtor” and indicating the Collateral; (b) authenticate, execute or endorse the name of Dealer upon any of the items of payment or proceeds and deposit the same in the account of CDF for application to the Obligations; (c) sign the name of Dealer to verify the accuracy of the Accounts; (d) sign the name of Dealer on any document or instrument that CDF shall deem necessary or appropriate to perfect and maintain perfected the security interests in the Collateral under this Agreement and the Other Agreements; (e) supply any omitted information and correct errors in any documents between CDF and Dealer; and (f) initiate and resolve any insurance claim and endorse Dealer’s name on any Payment Item check, instrument or other proceeds item of Collateral (including proceeds payment. In the event of insurance) that come into Agent’s possession or control; and
(b) During an Event of a Default, Dealer authorizes CDF to: (i) notify any Account Debtors of the assignment of their Accountsdemand payment, demand and enforce payment and otherwise exercise all of Accounts by legal proceedings or otherwiseDealer’s rights, and generally exercise any rights and remedies with respect to the collection of any Accounts; (ii) settle, adjust, modify, compromise, discharge extend or release renew any Accounts Accounts; (iii) settle, adjust or other Collateral, or compromise any legal proceedings brought to collect Accounts or Collateralany Accounts; (iiiiv) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent deems CDF may deem advisable; (ivv) collect, liquidate discharge and receive balances in Deposit Accounts or investment accounts, and take control, in release any manner, of proceeds of CollateralAccounts; (vvi) prepare, file and sign a BorrowerDealer’s name to a proof on any Proof of claim or other document Claim in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien Bankruptcy or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver document against any such mail to an address designated by Agentobligor; (vii) authenticate, execute or endorse the name of Dealer upon any Chattel Paperchattel paper, Documentdocument, Instrumentinstrument, invoice, freight xxxx, xxxx of lading, lading or other similar document or agreement relating to any Accounts, Inventory Account or other Collateralgoods pertaining thereto; and (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained take control in any data processing, electronic manner of any item of payments or information systems relating proceeds and for such purpose to Collateral; (x) make notify the Postal Authorities to change the address for delivery of mail addressed to Dealer to such address as CDF may designate. This power of attorney and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter the other powers of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; attorney granted herein are irrevocable and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documentscoupled with an interest.
Appears in 3 contracts
Samples: Business Financing Agreement (FusionStorm Global, Inc.), Business Financing Agreement (FusionStorm Global, Inc.), Business Financing Agreement (FusionStorm Global, Inc.)
Power of Attorney. Each Borrower Customer hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) IBM Credit, with full power of substitution, as such Borrower’s its true and lawful attorney (and agentattorney-in-fact) for the purposes provided fact with full power, in this Section. Agent, or Agent’s designee, may, without notice good faith and in either its or a Borrower’s namecompliance with commercially reasonable standards, but at in the cost and expense discretion of BorrowersIBM Credit, to:
(aA) Endorse a Borrower’s sign the name of Customer on any Payment Item document or other proceeds of instrument that IBM Credit shall deem necessary or appropriate to perfect and maintain perfected the security interest in the Collateral (including proceeds of insurance) that come into Agent’s possession or control; andcontemplated under this Agreement and the Other Documents;
(bB) During endorse the name of Customer upon any of the items of payment of proceeds and deposit the same in the account of IBM Credit for application to the Obligation; and upon the occurrence and during the continuance of an Event of DefaultDefault as defined in Section 9.1 hereof:
(C) demand payment, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally otherwise exercise any all Customer's rights and remedies with respect to the collection of any Accounts; ;
(iiD) settle, adjust, modify, compromise, discharge extend or release renew any Accounts Accounts;
(E) settle, adjust or other Collateral, or compromise any legal proceedings brought to collect Accounts or Collateral; any Accounts;
(iiiF) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent deems IBM Credit may deem advisable; ;
(ivG) collect, liquidate discharge and receive balances in Deposit Accounts or investment accounts, and take control, in release any manner, of proceeds of Collateral; Accounts;
(vH) prepare, file and sign a Borrower’s Customer's name to a proof on any Proof of Claim in Bankruptcy or similar document against any Account debtor;
(I) prepare, file and sign Customer's name on any notice of lien, claim or other document in a bankruptcy of an Account Debtor, or to any noticemechanic's lien, assignment or satisfaction of Lien lien or mechanic's lien, or similar document; document in connection with any Accounts;
(vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (viiJ) endorse the name of Customer upon any Chattel Paperchattel paper, Documentdocument, Instrumentinstrument, invoice, freight xxxx, xxxx of lading, lading or other similar document or agreement relating to any Accounts, Inventory Account or other Collateral; goods pertaining thereto;
(viiiK) use a Borrower’s stationery endorse the name of Customer upon any of the items of payment of proceeds and deposit the same in the account of IBM Credit for application to the Obligation;
(L) sign its the name of Customer to verifications requests for verification of Accounts and notices thereof to Account Debtorsdebtors;
(M) sign the name of Customer on any document or instrument that IBM Credit shall deem necessary or appropriate to enforce any and all remedies it may have under this Agreement, at law or otherwise; and
(ixN) use information contained in any data processingmake, electronic or information systems relating to Collateral; (x) make settle and adjust claims under insurance policiesthe Policies with respect to the Collateral and endorse Customer's name on any check, draft, instrument or other item of payment of the proceeds of the Policies with respect to the Collateral; and
(xiO) take control in any action manner of any term of payment or proceeds and for such purpose to notify the postal authorities to change the address for delivery of mail addressed to Customer to such address as IBM Credit may be necessary designate. The power of attorney granted by this Section is for value and coupled with an interest and is irrevocable so long as this Agreement is in effect or appropriate any Obligations remain outstanding. Nothing done by IBM Credit pursuant to obtain such power of attorney will reduce any of Customer's Obligations other than Customer's payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate Obligations to fulfill any Borrower’s obligations under the Loan Documentsextent IBM Credit has received monies.
Appears in 3 contracts
Samples: Financing Agreement (Syscomm International Corp), Financing Agreement (Syscomm International Corp), Financing Agreement (Western Micro Technology Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerObligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a BorrowerObligor’s name on any Payment Item (including Chattel Paper and Instruments) or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a BorrowerObligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerObligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerObligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 3 contracts
Samples: Loan and Security Agreement (P&f Industries Inc), Loan and Security Agreement (P&f Industries Inc), Loan and Security Agreement (P&f Industries Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Olympic Steel Inc), Loan and Security Agreement (Olympic Steel Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s Obligor ‘s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerObligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a BorrowerObligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerObligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan Agreement (Guess Inc), Loan Agreement (Guess Inc)
Power of Attorney. Each In addition to the authorizations granted to the Lender under Section 7.11 or under any other provision of this Agreement or any of the Loan Documents, upon and during the continuance of an Event of Default, the Borrower hereby irrevocably designates, makes, constitutes and appoints Agent the Lender (and all Persons designated by Agentthe Lender from time to time) as such the Borrower’s 's true and lawful attorney (and agent-in-agent in fact) for , and the purposes provided in this Section. Agent, Lender or Agent’s designee, any agent of the Lender may, without notice to the Borrower, and at such time or times as the Lender or any such agent in either its sole discretion may determine, in the name of the Borrower or a Borrower’s name, but at the cost and expense of Borrowers:Lender,
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors demand payment of the assignment of their AccountsCollateral, demand and enforce payment of Accounts thereof by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge extend or release renew any Accounts or other Collateral, all of the Collateral or any legal proceedings brought to collect Accounts the Collateral, discharge and release the Collateral or any portion thereof and exercise all of the Borrower's rights and remedies with respect to the collection of the Collateral; ,
(iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (vb) prepare, file and sign a Borrower’s the name to a of the Borrower on any proof of claim in bankruptcy or other document in a bankruptcy any notice of an Account Debtor, or to any noticeLien, assignment or satisfaction of Lien or similar document in connection with any of the Collateral,
(c) endorse the name of the Borrower upon any chattel paper, document; , instrument, notice, freight xxxx, xxxx of lading or similar document or agreement relating to the Inventory or any other Collateral,
(vid) receiveuse the stationery of the Borrower, open and dispose of mail addressed to a the Borrower's mail, and notify postal the post office authorities to deliver any such change the address for delivery of the Borrower's mail to an address designated by Agent; the Lender,
(vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viiie) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance the Inventory or other instrument for Collateral to which a the Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill or any Borrower’s obligations under Subsidiary of the Loan DocumentsBorrower has access.
Appears in 2 contracts
Samples: Loan and Security Agreement (International Comfort Products Corp), Loan Agreement (International Comfort Products Corp)
Power of Attorney. Each Borrower Grantor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerGrantor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this SectionSection 3.6. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerGrantor’s name, but at the cost and expense of BorrowersGrantor:
(a) Endorse a BorrowerGrantor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During the continuation of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a BorrowerGrantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerGrantor, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerGrantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any proper action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower Grantor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerGrantor’s obligations under the Loan DocumentsDocuments (subject to the terms set forth in the Intercreditor Agreement).
Appears in 2 contracts
Samples: Security Agreement (Sport Chalet Inc), Security Agreement (Sport Chalet Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borroweran Obligor’s name on any Payment Item remitted to or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession deposited in any lockbox or controlDominion Account; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)
Power of Attorney. Each Borrower Loan Party hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerLoan Party’s true and lawful attorney (and agent-in-fact) ), coupled with an interest, for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerLoan Party’s name, but at the cost and expense of BorrowersLoan Parties:
(a) Endorse a BorrowerLoan Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a BorrowerLoan Party’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, Loan Party and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerLoan Party’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower Loan Party is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerLoan Party’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan, Security and Guaranty Agreement (Transport America, Inc.), Loan, Security and Guaranty Agreement (Transport America, Inc.)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerXxxxxxx’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, maymay (in its discretion), without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During the continuance of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viiivii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ixviii) use information contained in any data processing, electronic or information systems relating to Collateral; (xix) make and adjust claims under insurance policies; (xix) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; (xi) exercise any voting or other rights relating to Investment Property following written notice to Borrower Agent of its intention to do so; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.), Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.)
Power of Attorney. Each Borrower Loan Party that is a party hereto hereby irrevocably constitutes and appoints Administrative Agent (and all Persons designated by Agent) as such Borrower’s true and its lawful attorney (and agentattorney-in-fact, to: (i) for the purposes provided at any time that an Event of Default has occurred that has not been waived in this Section. writing by Administrative Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
: (aA) Endorse a Borrowerendorse such Loan Party’s name on any Payment Item checks or other proceeds forms of Collateral payment or security, sign such Loan Party’s name on any invoice or xxxx of lading for any account or drafts against Account Debtors or sign such Loan Party’s name on any notices to Account Debtors; (including proceeds of insuranceB) endorse such Loan Party’s name on any collection item that may come into Administrative Agent’s possession or controlpossession; and
(bC) During an Event of Defaultmake, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwisesettle, and generally exercise any rights adjust all claims under such Loan Party’s policies of insurance and remedies make all determinations and decisions with respect to Accountssuch policies of insurance; (iiD) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any item of payment or proceeds of relating to any Collateral; (vE) prepare, file file, and sign a Borrowersuch Loan Party’s name to a proof of claim in bankruptcy or other similar document in a bankruptcy of an against any Account Debtor, or to any noticenotice of lien, assignment assignment, or satisfaction of Lien lien or similar documentdocument in connection with any of the Collateral; (viF) receive, open and dispose of all mail addressed to a Borrowersuch Loan Party, and upon Administrative Agent’s commencement of any enforcement action, notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Administrative Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viiiG) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processingprocessing equipment, electronic or information systems computer hardware, and software relating to the Collateral; (xH) make settle and adjust disputes and claims under insurance policiesrespecting the Accounts, Chattel Paper or General Intangibles directly with Account Debtors, for amounts and upon terms that Administrative Agent determines to be reasonable, and Administrative Agent may cause to be executed and delivered any documents and releases that Administrative Agent determines to be necessary; (xiI) cause an Account Debtor’s insurers to add Administrative Agent as loss payee under the relevant insurance policy; (J) pay, contest or settle any Lien, charge or adverse claim in, to or upon any or all of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (K) transfer any Collateral into the name of Administrative Agent for the benefit of Lenders or a third party as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiarythe Uniform Commercial Code permits; and (xiiL) take do all other actions as Agent deems appropriate acts and things necessary, in Administrative Agent’s determination, to fulfill any Borrowersuch Loan Party’s obligations under this Agreement; and (ii) at any time: (A) send request for verification of Accounts; and (B) file UCC-3 assignments reflecting Administrative Agent as assignee of such Loan Party with respect to any UCC-1 financing statements filed by such Loan Party in connection with Collateral. Each Loan Party that is a party hereto hereby appoints Administrative Agent as its lawful attorney-in-fact to sign such Loan Party’s name on any documents necessary to perfect or continue the perfection of any security interest or other Lien in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than Unasserted Obligations) have been repaid in full. Administrative Agent’s foregoing appointment as the attorney-in-fact for each Loan DocumentsParty that is a party hereto, and all of Administrative Agent’s rights and powers, being coupled with an interest, are irrevocable until all Obligations (other than Unasserted Obligations) have been fully paid and performed when due (as applicable).
Appears in 2 contracts
Samples: Loan and Security Agreement (Live Oak Acquisition Corp), Loan and Security Agreement (Live Oak Acquisition Corp)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent Lender (and all Persons designated by AgentLender) as such Borrower’s 's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. AgentLender, or Agent’s Lender's designee, may, without notice and in either its or a Borrower’s 's name, but at the cost and expense of BorrowersBorrower:
(a) Endorse a Borrower’s 's name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s Lender's possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent Lender deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s 's name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by AgentLender; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s 's stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s 's acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent Lender deems appropriate to fulfill any Borrower’s 's obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Lapolla Industries Inc), Loan and Security Agreement (Lapolla Industries Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; (xii) exercise any voting or other rights under or with respect to any Investment Property; and (xiixiii) take all other actions as Agent acting in its Permitted Discretion, deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Term Loan, Guaranty and Security Agreement, Term Loan, Guaranty and Security Agreement (Turtle Beach Corp)
Power of Attorney. Each Borrower Company hereby irrevocably constitutes appoints Lender, or any other Person whom Lender may designate as such Company’s attorney, with power to: (a)(i) execute any security related documentation on such Company’s behalf and appoints Agent to supply any omitted information and correct patent errors in any documents executed by such Company or on such Company’s behalf; (ii) to file financing statements against such Company covering the Collateral (and, in connection with the filing of any such financing statements, describe the Collateral as “all assets and all Persons designated by Agentpersonal property, whether now owned and/or hereafter acquired” (or any substantially similar variation thereof)); (iii) as sign such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a BorrowerCompany’s name on any Payment Item invoice or bxxx of lading relating to any Accounts, drafts against Account Debtors, schedules and assignments of Accounts, notices of assignment, financing statements and other proceeds public records, verifications of Collateral Account and notices to or from Account Debtors; and (including proceeds iv) to do all other things Lender deems necessary to carry out the terms of insurance) that come into Agent’s possession or control; and
Section 6 of this Security Agreement and (b) During upon the occurrence and during the continuance of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrowerendorse such Company’s name to a proof of claim on any checks, notes, acceptances, money orders, drafts or other document in a bankruptcy forms of an Account Debtor, payment or to any notice, assignment or satisfaction of Lien or similar documentsecurity that may come into Lender’s possession; (vi) verify the validity, amount or any other matter relating to any Account by mail, telephone, telegraph or otherwise with Account Debtors; (vii) do all other things necessary to carry out this Agreement, any Ancillary Agreement and all related documents; and (viii) notify the post office authorities to change the address for delivery of such Company’s mail to an address designated by Lender, and to receive, open and dispose of all mail addressed to such Company. Each Company hereby ratifies and approves all acts of the attorney. Neither Lender, nor the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as Lender has a Borrower, security interest and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under until the Loan DocumentsObligations have been fully satisfied.
Appears in 2 contracts
Samples: Security Agreement (Applied Digital Solutions Inc), Security Agreement (Digital Angel Corp)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this SectionSection 10.6. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
, during the continuance of an Event of Default: (a) Endorse endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors account debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (iic) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iiid) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (ive) collect, liquidate and receive balances in Deposit Accounts Accounts, securities accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (vf) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtoraccount debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vig) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (viih) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viiii) use a Borrower’s stationery stationary and sign its name to verifications of Accounts and notices to Account Debtorsaccount debtors; (ixj) use information contained in any data processing, electronic or information systems relating to Collateral; (xk) make and adjust claims under insurance policies; (xil) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xiim) take any and all appropriate actions and execute and deliver any and all documents and instruments which may be necessary to accomplish the purposes of this Agreement and the other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Protective Advance Loan and Security Agreement (Kior Inc), Loan and Security Agreement (Kior Inc)
Power of Attorney. Each Borrower Grantor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerGrantor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerGrantor’s name, but at the cost and expense of BorrowersGrantor:
(a) Endorse a BorrowerGrantor’s name on any Payment Item payment item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors account debtors of the assignment of their Contracts or Accounts, demand and enforce payment of Accounts payments on Contracts or Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Contracts and Accounts; (ii) settle, adjust, modify, compromise, discharge or release any claims with respect to amounts due on Contracts, Accounts or other Collateral, or any legal proceedings brought to collect on Contracts, Accounts or other Collateral; (iii) sell or assign any Accounts Contracts, Account and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a BorrowerGrantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtora account debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerGrantor, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Contrast, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any AccountsContract, Account, Inventory or other Collateral; (viii) use a BorrowerGrantor’s stationery and sign its name to verifications of Contracts, Accounts and notices to Account Debtorsaccount debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower Grantor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerGrantor’s obligations hereunder or under the Loan DocumentsGuaranty.
Appears in 2 contracts
Samples: Security Agreement (Americas Carmart Inc), Security Agreement (Americas Carmart Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this SectionSection 8.7. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or controlcontrol in accordance with the terms of the Loan Documents; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) to the extent a Borrower has rights sufficient to allow Agent to do so, use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.), Loan and Security Agreement (Commercial Vehicle Group, Inc.)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Administrative Agent, or Administrative Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors and subject to the terms of the Intercreditor Agreement:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Administrative Agent’s possession or control; and
(b) During an Event of DefaultDefault to the extent any of the following relate to the Collateral (subject to the Intercreditor Agreement), (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Administrative Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts, Securities Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Administrative Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Administrative Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Term Loan and Security Agreement (DXP Enterprises Inc), Term Loan and Security Agreement (DXP Enterprises Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
and (b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts, Securities Accounts or investment accountsCommodities Accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Us Concrete Inc), Loan and Security Agreement (Us Concrete Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s Obligor's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s 's designee, maymay (in its discretion), without notice and in either its or a Borrower’s an Obligor's name, but at the cost and expense of BorrowersObligors:
(a) Endorse During a Borrower’s Trigger Period (Dominion) and upon prior notice to the Borrower Agent, endorse an Obligor's name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s 's possession or control; and
(b) During Subject to the Intercreditor Agreement, during an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, in each case that constitute Collateral, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s an Obligor's name to a proof of claim or other document in a bankruptcy an Insolvency Proceeding of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s an Obligor's stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s 's acceptance or other instrument for which a Borrower an Obligor is a beneficiary; (xii) exercise any voting or other rights relating to Investment Property; and (xiixiii) take all other actions as Agent deems appropriate to fulfill any Borrower’s Obligor's obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Rocky Brands, Inc.), Loan and Security Agreement (Rocky Brands, Inc.)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During the continuation of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be reasonably necessary in Agent’s determination or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems reasonably appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hypercom Corp), Loan and Security Agreement (Hypercom Corp)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s Obligor 's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s 's designee, may, without notice and in either its or a Borrower’s Obligor's name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borrower’s an Obligor's name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s 's possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s Obligor's name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerObligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of ladingxxxxng, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s an Obligor's stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s 's acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s Obligor's obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan, Guaranty and Security Agreement (Guess Inc), Loan, Guaranty and Security Agreement (Guess Inc)
Power of Attorney. Each Borrower hereby irrevocably designates, makes, constitutes and appoints Agent Lender (and all Persons designated by AgentLender) as such Borrower’s 's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agentand Lender, or Agent’s designee, Lender's agent may, without notice to Borrower and in either its Borrower's or a Borrower’s Lender's name, but at the cost and expense of BorrowersBorrower:
(aA) Endorse a At such time or times hereafter as Lender or said agent, in its sole discretion, may determine, endorse Borrower’s 's name on any Payment Item checks, notes, acceptances, drafts, money orders or any other evidence of payment or proceeds of the Collateral (including proceeds of insurance) that which come into Agent’s the possession of Lender or under Lender's control; and
(bB) During At such time or times upon or after the occurrence of an Event of Default, Default as Lender or its agent in its sole discretion may determine: (i) notify any Account Debtors demand payment of the assignment of their AccountsAccounts from the Account Debtors, demand and enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise any all of Borrower's rights and remedies with respect to the collection of the Accounts; (ii) settle, adjust, modify, compromise, discharge or release any of the Accounts or other Collateral, Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent Lender deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any item of payment or proceeds of relating to any Collateral; (v) prepare, file and sign a Borrower’s 's name to a proof of claim in bankruptcy, or other similar document in a bankruptcy of an against any Account Debtor, Debtor or to any noticenotice of lien, assignment or satisfaction of Lien lien or similar documentdocument in connection with any of the Collateral; (vi) receive, open and dispose of all mail addressed to a Borrower, Borrower and to notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Lender may designate; (vii) endorse the name of Borrower upon any Chattel Paperof the items of payment or proceeds relating to any Collateral and deposit the same to the account of Lender on account of the obligations; (viii) endorse the name of Borrower upon any chattel paper, Documentdocument, Instrumentinstrument, xxxx of ladinginvoice, freight bill, xxll xx lading or other similar document or agreement relating to any the Accounts, Inventory or and any other Collateral; (viiiix) use a Borrower’s 's stationery and sign its the name of Borrower to verifications of the Accounts and notices thereof to Account Debtors; (ixx) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to Collateralthe Accounts, Inventory, Equipment and any other Collateral and to which Borrower has access; (xxi) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter policies of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiaryinsurance; and (xii) take do all other actions as Agent deems appropriate acts and things necessary, in Lender's determination, to fulfill any Borrower’s 's obligations under the Loan Documentsthis Agreement.
Appears in 2 contracts
Samples: Loan Agreement (Friedmans Inc), Loan Agreement (Friedmans Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, maymay (but shall have no obligation to), without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; (xii) exercise any voting or other rights under or with respect to any Investment Property; (xiii) exercise any voting or other rights under or with respect to any Investment Property; and (xiixiv) take all other actions as Agent acting in its Permitted Discretion deems necessary and appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan, Guaranty and Security Agreement (Turtle Beach Corp), Loan Agreement (Turtle Beach Corp)
Power of Attorney. Each Borrower Customer hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) IBM Credit, with full power of substitution, as such Borrower’s its true and lawful attorney (and agentattorney-in-fact) for the purposes provided fact with full power, in this Section. Agent, or Agent’s designee, may, without notice good faith and in either its or a Borrower’s namecompliance with commercially reasonable standards, but at in the cost and expense discretion of BorrowersIBM Credit, to:
(aA) Endorse a Borrower’s sign the name of Customer on any Payment Item document or other proceeds of instrument that IBM Credit shall deem necessary or appropriate to perfect and maintain perfected the security interest in the Collateral (including proceeds of insurance) that come into Agent’s possession or control; andcontemplated under this Agreement and the Other Agreements;
(bB) During endorse the name of Customer upon any of the items of payment of proceeds and deposit the same in the account of IBM Credit for application to the Obligations; and upon the occurrence and during the continuance of an Event of DefaultDefault as defined in Section 9.1 hereof:
(C) demand payment, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally otherwise exercise any all Customer's rights and remedies with respect to the collection of any Accounts; ;
(iiD) settle, adjust, modify, compromise, discharge extend or release renew any Accounts Accounts;
(E) settle, adjust or other Collateral, or compromise any legal proceedings brought to collect Accounts or Collateral; any Accounts;
(iiiF) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent deems IBM Credit may deem advisable; ;
(ivG) collect, liquidate discharge and receive balances in Deposit Accounts or investment accounts, and take control, in release any manner, of proceeds of Collateral; Accounts;
(vH) prepare, file and sign a Borrower’s Customer's name to a proof on any Proof of Claim in Bankruptcy or similar document against any Account debtor;
(I) prepare, file and sign Customer's name on any notice of lien, claim or other document in a bankruptcy of an Account Debtor, or to any noticemechanic's lien, assignment or satisfaction of Lien lien or mechanic's lien, or similar document; document in connection with any Accounts;
(vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (viiJ) endorse the name of Customer upon any Chattel Paperchattel paper, Documentdocument, Instrumentinstrument, invoice, freight xxxx, xxxx of lading, lading or other similar document or agreement relating to any Accounts, Inventory Account or other Collateral; goods pertaining thereto;
(viiiK) use a Borrower’s stationery and sign its the name of Customer to verifications requests for verification of Accounts and notices thereof to Account Debtors; debtors;
(ixL) use information contained in sign the name of Customer on any data processingdocument or instrument that IBM Credit shall deem necessary or appropriate to enforce any and all remedies it may have under this Agreement, electronic at law or information systems relating to Collateral; otherwise;
(xM) make make, settle and adjust claims under insurance policiesthe Policies with respect to the Collateral and endorse Customer's name on any check, draft, instrument or other item of payment of the proceeds of the Policies with respect to the Collateral; and
(xiN) take control in any action manner of any term of payment of proceeds and for such purpose to notify the postal authorities to change the address for delivery of mail addressed to Customer to such address as IBM Credit may be necessary designate. The power of attorney granted by this Section is for value and coupled with an interest and is irrevocable so long as this Agreement is in effect or appropriate any Obligations remain outstanding. Nothing done by IBM Credit pursuant to obtain such power of attorney will reduce any of Customer's Obligations other than Customer's payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate Obligations to fulfill any Borrower’s obligations under the Loan Documentsextent IBM Credit has received monies.
Appears in 2 contracts
Samples: Working Capital Financing and Term Loan Agreement (Radius Inc), Working Capital Financing and Term Loan Agreement (Ibm Credit Corp)
Power of Attorney. Each Borrower Under the Intercreditor Agreement, each Guarantor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerGuarantor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerGuarantor’s name, but at the cost and expense of BorrowersGuarantors:
(a) Endorse a BorrowerGuarantor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a BorrowerGuarantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerGuarantor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerGuarantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower Guarantor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerGuarantor’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Headwaters Inc), Loan and Security Agreement (Headwaters Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, during an Event of Default, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(ai) Endorse endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (iii) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (iiiii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iiiiv) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (ivv) collect, liquidate and receive balances in Deposit Accounts or investment accountsaccounts consisting of Collateral, and take control, in any manner, of proceeds of Collateral; (vvi) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vivii) receive, open and dispose of mail addressed to a BorrowerBorrower (which Agent shall use commercially reasonable efforts to limit to mail relating to the Collateral), and notify postal authorities to deliver any such mail to an address designated by Agent; (viiviii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viiiix) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ixx) use information contained in any data processing, electronic or information systems relating to Collateral; (xxi) make and adjust claims under insurance policiespolicies related to Collateral; (xixii) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xiixiii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Credit and Security Agreement (Titan International Inc), Credit and Security Agreement (Titan International Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s Xxxxxxx's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s 's designee, maymay (in its discretion), without notice and in either its or a Borrower’s an Obligor's name, but at the cost and expense of BorrowersObligors:
(a) Endorse During a Borrower’s Trigger Period (Dominion) and upon prior notice to the Borrower Agent, endorse an Xxxxxxx's name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s 's possession or control; and
(b) During Subject to the Intercreditor Agreement, during an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, in each case that constitute Collateral, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s an Obligor's name to a proof of claim or other document in a bankruptcy an Insolvency Proceeding of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s an Obligor's stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s 's acceptance or other instrument for which a Borrower an Obligor is a beneficiary; (xii) exercise any voting or other rights relating to Investment Property; and (xiixiii) take all other actions as Agent deems appropriate to fulfill any Borrower’s Obligor's obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Rocky Brands, Inc.), Loan and Security Agreement (Rocky Brands, Inc.)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints each Agent (and all Persons designated by any such Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this SectionSection 8.5. Agent, or Any Agent’s designee, may, without notice and in either its or a any Borrower’s name, but at the cost and expense of Borrowerssuch Borrower:
(a) Endorse a endorse any Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Collateral Agent’s possession or controlcontrol in the event that such Borrower does not so endorse and deposit such Payment Item or such proceeds of Collateral to the applicable Borrower Collateral Account; and
(b) During during an Event of Default, (i) notify any Account Debtors of the assignment of their AccountsAccounts that constitute Collateral, demand and enforce payment of such Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to such Accounts; (ii) settle, adjust, modify, compromise, discharge or release any such Accounts or other Collateral, or any legal proceedings brought to collect such Accounts or other Collateral; (iii) sell or assign any such Accounts and other Collateral upon such terms, for such amounts and at such times as such Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accountsaccounts that constitute Collateral, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a any Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Administrative Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory Accounts that constitute Collateral or other Collateral; (viii) use a any Borrower’s stationery and sign its name to verifications of such Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be reasonably necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a any Borrower is a beneficiary; and (xii) take all other actions as Administrative Agent reasonably deems appropriate to fulfill any Borrower’s obligations under the Loan Documents. Without limiting any Agent’s right or power to take any action, each Agent shall use reasonable efforts to provide written notice to Borrower Agent of any action taken by it under this Section 8.5; provided that Borrowers agree that any failure to provide such notice shall not result in any liability to the Agent or any of its Affiliates.
Appears in 2 contracts
Samples: Loan Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Loan Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, xxxx invoice, freight bxxx, bxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (EMAK Worldwide, Inc.), Loan and Security Agreement (Modtech Holdings Inc)
Power of Attorney. Each Borrower Customer hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) IBM Credit, with full power of substitution, as such Borrower’s its true and lawful attorney (and agentattorney-in-fact) for the purposes provided fact with full power, in this Section. Agent, or Agent’s designee, may, without notice good faith and in either its or a Borrower’s namecompliance with commercially reasonable standards, but at in the cost and expense discretion of BorrowersIBM Credit, to:
(aA) Endorse a Borrower’s sign the name of Customer on any Payment Item document or other proceeds of instrument that IBM Credit shall deem necessary or appropriate to perfect and maintain perfected the security interest in the Collateral (including proceeds of insurance) that come into Agent’s possession or control; andcontemplated under this Agreement and the Other Agreements;
(bB) During endorse the name of Customer upon any of the items of payment of proceeds and deposit the same in the account of IBM Credit for application to the Obligation; and upon the occurrence and during the continuance of an Event of DefaultDefault as defined in Section 9.1 hereof:
(C) demand payment, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally otherwise exercise any all Customer's rights and remedies with respect to the collection of any Accounts; ;
(iiD) settle, adjust, modify, compromise, discharge extend or release renew any Accounts Accounts;
(E) settle, adjust or other Collateral, or compromise any legal proceedings brought to collect Accounts or Collateral; any Accounts;
(iiiF) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent deems IBM Credit may deem advisable; ;
(ivG) collect, liquidate discharge and receive balances in Deposit Accounts or investment accounts, and take control, in release any manner, of proceeds of Collateral; Accounts;
(vH) prepare, file and sign a Borrower’s Customer's name to a proof on any Proof of Claim in Bankruptcy or similar document against any Account obligor;
(I) prepare, file and sign Customer's name on any notice of lien, claim or other document in a bankruptcy of an Account Debtor, or to any noticemechanic's lien, assignment or satisfaction of Lien lien or mechanic's lien, or similar document; document in connection with any Accounts;
(vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (viiJ) endorse the name of Customer upon any Chattel Paperchattel paper, Documentdocument, Instrumentinstrument, invoice, freight xxxx, xxxx of lading, lading or other similar document or agreement relating to any Accounts, Inventory Account or other Collateral; goods pertaining thereto;
(viiiK) use a Borrower’s stationery endorse the name of Customer upon any of the items of payment of proceeds and deposit the same in the account of IBM Credit for application to the Obligation;
(L) sign its the name of Customer to verifications requests for verification of Accounts and notices thereof to Account Debtorsobligors;
(M) sign the name of Customer on any document or instrument that IBM Credit shall deem necessary or appropriate to enforce any and all remedies it may have under this Agreement, at law or otherwise; and
(ixN) use information contained in any data processingmake, electronic or information systems relating to Collateral; (x) make settle and adjust claims under insurance policiesthe Policies with respect to the Collateral and endorse Customer's name on any check, draft, instrument or other item of payment of the proceeds of the Policies with respect to the Collateral; and
(xiO) take control in any action manner of any term of payment or proceeds and for such purpose to notify the postal authorities to change the address for delivery of mail addressed to Customer to such address as IBM Credit may be necessary designate. The power of attorney granted by this Section is for value and coupled with an interest and is irrevocable so long as this Agreement is in effect or appropriate any Obligations remain outstanding. Nothing done by IBM Credit pursuant to obtain such power of attorney will reduce any of Customer's Obligations other than Customer's payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate Obligations to fulfill any Borrower’s obligations under the Loan Documentsextent IBM Credit has received monies.
Appears in 2 contracts
Samples: Inventory and Working Capital Financing Agreement (Ameriquest Technologies Inc), Inventory and Working Capital Financing Agreement (Ameriquest Technologies Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of BorrowersBorrower:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan Agreement (School Specialty Inc), Loan Agreement (School Specialty Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their AccountsAccounts or to set-up or render opposable any Lien in respect thereof, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrowerin Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (South Texas Supply Company, Inc.), Loan and Security Agreement (McJunkin Red Man Holding Corp)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Collateral Agent (and all Persons designated by Collateral Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Collateral Agent, or Collateral Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Collateral Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Contract Debtors of the assignment of their AccountsContracts, demand and enforce payment of Accounts Contracts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to AccountsContracts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts Contract or other Collateral, or any legal proceedings brought to collect Accounts Contract or Collateral; (iii) sell or assign any Accounts Contract and other Collateral upon such terms, for such amounts and at such times as Collateral Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Contract Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Collateral Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any AccountsContract, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts Contract and notices to Account Contract Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Collateral Agent deems appropriate to fulfill any a Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Americas Carmart Inc), Loan and Security Agreement (Americas Carmart Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, maymay (but shall have no obligation to), without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; (xii) exercise any voting or other rights under or with respect to any Investment Property; and (xiixiii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Super Micro Computer, Inc.), Loan and Security Agreement (Super Micro Computer, Inc.)
Power of Attorney. Each Borrower hereby irrevocably designates, makes, constitutes and appoints Agent Lender (and all Persons any of Lender’s officers, employees or agents designated by AgentLender) as such Borrower’s true and lawful attorney (and agentattorney-in-fact) for , upon, and subject to, the purposes provided in terms of this SectionSection 5.4. AgentPursuant to this power of attorney, Lender, or AgentLender’s designeeagent, may, without notice to Borrower and in either its Borrower’s or a BorrowerLender’s name, but at the cost and expense of BorrowersBorrower, at any time or times as Lender in its sole discretion determines:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds upon the occurrence of Collateral (including proceeds and during the continuation of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify Default and the expiration of any Account Debtors of the assignment of their Accountsapplicable cure period, demand and payment of Accounts from the Account Debtors, enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any all of Borrower’s rights and remedies with respect to the collection of Accounts; ;
(iib) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds any Collections or other Proceeds relating to any Collateral;
(c) upon the occurrence of Collateral; (v) and during the continuation of an Event of Default and the expiration of any applicable cure period, prepare, file and sign a Borrower’s name to a proof of claim in bankruptcy or other similar document against any Account Debtor in a bankruptcy of an Account Debtor, respect to Accounts or to any noticenotice of lien, assignment or satisfaction of Lien lien or similar document; document in connection with any of the Collateral;
(vid) receivesign Borrower’s name on any documents described in Section 5.2 or 5.3 or on any other similar documents to be executed, open recorded or filed in order to perfect or continue perfected Lender’s security interest in the Collateral;
(e) upon the occurrence of and dispose during the continuation of mail addressed to a an Event of Default and the expiration of any applicable cure period, sign Borrower’s name on any invoices, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any bills of lading, freight bills, Chattel Paper, DocumentDocuments, InstrumentInstruments or similar documents or agreements relating to Accounts, xxxx of lading, Inventory or other document Collateral, drafts against Account Debtors, schedules and assignments of Accounts, and notices to Account Debtors;
(f) send requests for verification of Accounts;
(g) endorse Borrower’s name on any checks, notes, acceptances, money orders, drafts or agreement other items of payment or proceeds relating to any Accounts, Inventory or other Collateral; payment intangibles that may come into Lender’s possession and deposit the payments and proceeds to the account of Lender for application to the Obligations;
(viiih) use a Borrower’s stationery upon the occurrence of and sign its name to verifications during the continuation of Accounts an Event of Default and notices to Account Debtors; (ix) use information contained in the expiration of any data processingapplicable cure period, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take do all other actions as Agent deems appropriate acts and things necessary, in Lender’s determination, to fulfill any Borrower’s obligations under this Agreement or any of the other Loan Documents;
(i) upon the occurrence of and during the continuation of an Event of Default and the expiration of any applicable cure period, notify the post office authorities to change the address for delivery of Borrower’s mail to an address designated by Lender, to receive and open all mail addressed to Borrower, and to retain all mail relating to the Collateral and forward all other mail to Borrower;
(j) upon the occurrence of and during the continuation of an Event of Default and the expiration of any applicable cure period, use the information recorded on or contained in any equipment and computer hardware and software relating to the Accounts and any other Collateral;
(k) upon the occurrence of and during the continuation of an Event of Default and the expiration of any applicable cure period, make, settle and adjust all claims under Borrower’s policies of insurance relating to the Collateral, make all determinations and decisions with respect to the policies of insurance and endorse the name of Borrower on any check, draft, instrument or other item of payment for the proceeds of the policies of insurance;
(l) upon the occurrence of and during the continuation of an Event of Default and the expiration of any applicable cure period, but subject to any notices required under this Agreement, any other Loan Documents or applicable law, sell or assign any of the Accounts and other Collateral upon terms, for amounts and at the time or times as Lender deems advisable; and
(m) upon the occurrence of and during the continuation of an Event of Default and the expiration of any applicable cure period, settle, adjust or compromise disputes and claims respecting Accounts directly with Account Debtors, for amounts and upon terms that Lender determines to be reasonable, and, in furtherance thereof, execute and deliver any documents and releases that Lender determines to be necessary. The appointment of Lender as each Borrower’s attorney-in-fact and each and every one of Lender’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and this Agreement has been terminated.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hightimes Holding Corp.), Loan and Security Agreement (Origo Acquisition Corp)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent) as such Borrower’s and such Obligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Administrative Agent, or Administrative Agent’s designee, may, without notice and in either its or a Borrower’s or an Obligor’s name, but at the cost and expense of Borrowersthe Borrowers and the other Obligors:
(a) Endorse a Borrowerany Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Administrative Agent’s possession or control; and
(b) During an Event of DefaultDefault to the extent any of the following relate to the Collateral, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Administrative Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts, Securities Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrowerany Obligor, and notify postal authorities to deliver any such mail to an address designated by Administrative Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Administrative Agent deems appropriate to fulfill any Borroweran Obligor’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Par Pacific Holdings, Inc.), Loan and Security Agreement (Par Pacific Holdings, Inc.)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. The Administrative Agent, or the Administrative Agent’s designee, may, without notice and in either its or a Borrowerany Obligor’s name, but at the cost and expense of BorrowersBorrower:
(a) Endorse a Borrowerany Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Administrative Agent’s possession or control; and
(b) During the continuation of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Administrative Agent deems advisableadvisable in its Permitted Discretion; (iv) collect, liquidate and receive balances in Deposit Accounts, Security Accounts, Commodity Accounts (including DIP Funding Accounts) or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a BorrowerObligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrowerany Obligor, and notify postal authorities to deliver any such mail to an address designated by the Administrative Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrowerany Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower any Obligor is a beneficiary; and (xii) take all other actions as the Administrative Agent deems deems, in its Permitted Discretion, appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Senior Secured Super Priority Debtor in Possession Loan and Security Agreement (Core Scientific, Inc./Tx), Loan and Security Agreement (Core Scientific, Inc./Tx)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of Borrowersthe Obligors within such Obligor’s Obligor Group:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of Obligors of the assignment of their Accounts, demand and enforce payment of Accounts of Obligors by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to AccountsAccounts of Obligors; (ii) settle, adjust, modify, compromise, discharge or release any Accounts of Obligors or other Collateral, or any legal proceedings brought to collect Accounts of Obligors or Collateral; (iii) sell or assign any Accounts of Obligors and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accountsSecurities Accounts of Obligors, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account DebtorDebtor of such Obligor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan Agreement (Hyster-Yale Materials Handling, Inc.), Loan, Security and Guaranty Agreement (Hyster-Yale Materials Handling, Inc.)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this SectionSection 8.7. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of BorrowersBorrower:
(ai) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(bii) During the continuation of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any proper action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Term Loan and Security Agreement (Sport Chalet Inc), Loan and Security Agreement (Sport Chalet Inc)
Power of Attorney. Each Borrower Loan Party hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerLoan Party’s true and lawful attorney (and agent-in-fact) ), coupled with an interest, for the purposes and during the times provided in this Section. Upon Agent’s reasonable request, each Mexican Guarantor shall execute and deliver any instrument, document or agreement that Agent may reasonably request to effect such appointment. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerLoan Party’s name, but at the cost and expense of Borrowersthe Loan Parties within such Loan Party’s Loan Party Group:
(a) Endorse a BorrowerLoan Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During After an Event of DefaultDefault has occurred and is continuing, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in DACA Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a BorrowerLoan Party’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerLoan Party, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerLoan Party’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument constituting Collateral for which a Borrower Loan Party is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerLoan Party’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan Agreement (Cooper-Standard Holdings Inc.), Loan Agreement (Cooper-Standard Holdings Inc.)
Power of Attorney. Each Borrower of the Loan Parties hereby irrevocably constitutes and appoints the Agent (and all Persons designated by the Agent) as such BorrowerLoan Party’s true and lawful attorney (and agent-in-fact) ), coupled with an interest, for the purposes provided in this Section. The Agent, or the Agent’s designee, may, without notice and in either its or a BorrowerLoan Party’s name, but at the cost and expense of Borrowersthe Loan Parties:
(a) Endorse during the continuance of an Event of Default, endorse a BorrowerLoan Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Agent’s possession or control; and
(b) During during the continuance of an Event of Default, (i) notify any Account Debtors of a Loan Party of the assignment of their Accounts, demand and enforce payment of such Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to such Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other CollateralCollateral of the Loan Parties, or any legal proceedings brought to collect Accounts or CollateralCollateral of the Loan Parties; (iii) sell or assign any Accounts and other Collateral of the Loan Parties upon such terms, for such amounts and at such times as the Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accountsSecurities Accounts of the Loan Parties, and take control, in any manner, of proceeds of CollateralCollateral of the Loan Parties; (v) prepare, file and sign a BorrowerLoan Party’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerLoan Party, and notify postal authorities to deliver any such mail to an address designated by the Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of lading, or other document or agreement relating to any Accounts, Inventory Rental Equipment or other CollateralCollateral (other than Accounts, Rental Equipment or Stand-Alone Customer Capital Leases subject to a Permitted Stand-Alone Capital Lease Transaction) of the Loan Parties; (viii) use a BorrowerLoan Party’s stationery and sign its name to verifications of Accounts and notices to Account DebtorsDebtors of the Loan Parties; (ix) use information contained in any data processing, electronic or information systems relating to CollateralCollateral of the Loan Parties; (x) make and adjust claims under insurance policiespolicies of the Loan Parties; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower Loan Party is a beneficiary; and (xii) take all other actions as the Agent reasonably deems appropriate to fulfill any BorrowerLoan Party’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Abl Credit Agreement (Target Hospitality Corp.), Abl Credit Agreement (Target Hospitality Corp.)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Contract Debtors of the assignment of their AccountsContracts, demand and enforce payment of Accounts Contracts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to AccountsContracts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts Contract or other Collateral, or any legal proceedings brought to collect Accounts Contract or Collateral; (iii) sell or assign any Accounts Contract and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Contract Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any AccountsContract, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts Contract and notices to Account Contract Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any a Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Americas Carmart Inc), Loan and Security Agreement (Americas Carmart Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes and subject to the terms provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of BorrowersBorrowers as provided in Section 3.4:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent reasonably deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Movado Group Inc), Loan and Security Agreement (Movado Group Inc)
Power of Attorney. Each Borrower hereby irrevocably designates, makes, constitutes and appoints Agent Fremont (and all Persons any of Fremont's officers, employees or agents designated by AgentFremont) as such Borrower’s 's true and lawful attorney (and agentattorney-in-fact) for the purposes provided in this Section. Agent, and Fremont, or Agent’s designeeFremont's agent, may, without notice to Borrower and in either its Borrower's or a Borrower’s Fremont's name, but at the cost and expense of Borrowers:
Borrower, at such time or times as Fremont in its sole discretion may determine: (a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors demand payment of the assignment of their AccountsAccounts from the Account Debtors, demand and enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise any all of Borrower's rights and remedies with respect to the collection of the Accounts; (iib) settletake control, adjustin any manner, modifyof any item of payment or proceeds relating to any Collateral; (c) prepare, compromisefile and sign Borrower's name to a proof of claim in bankruptcy or similar document against any Account Debtor or to any notice of lien, discharge assignment or release satisfaction of lien or similar document in connection with any Accounts of the Collateral; (d) sign Borrower's name on any of documents described in Section 4.3 or on any other similar documents to be executed, recorded or filed in order to perfect or continue perfected Fremont's security interest in the Collateral; (e) sign Borrower's name on any invoices, bills of lading, freight bills, chattel paper, documents, instruments or similar documents or agreements relating to the Accounts, Inventory or other Collateral, drafts against Account Debtors, schedules and assignments of Accounts, verifications of Accounts and notices to Account Debtors; (f) send requests for verification of Accounts; (g) endorse Borrower's name on any checks, notes, acceptances, money orders, drafts or other items of payment or proceeds relating to any Collateral that may come into Fremont's possession and deposit the same to the account of Fremont for application to the Obligations; (h) do all other acts and things necessary, in Fremont's determination, to fulfill Borrower's obligations under this Agreement or any legal proceedings brought to collect Accounts or Collateralof the other Loan Documents; (iiii) at any time that an Event of Default has occurred and is continuing, notify the post office authorities to change the address for delivery of Borrower's mail to an address designated by Fremont, to receive and open all mail addressed to Borrower, and to retain all mail relating to the Collateral and forward all other mail to Borrower; (j) at any time that an Event of Default has occurred and is continuing, use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, Equipment and any other Collateral and to which Borrower has access; (k) at any time that an Event of Default has occurred and is continuing, make, settle and adjust all claims under Borrower's policies of insurance, make all determinations and decisions with respect to such policies of insurance and endorse the name of Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance; (l) at any time that an Event of Default has occurred and is continuing, sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent Fremont deems advisable; and (ivm) collectat any time that an Event of Default has occurred and is continuing, liquidate settle, adjust or compromise disputes and receive balances in Deposit claims respecting the Accounts or investment accountsdirectly with Account Debtors, for amounts and take controlupon terms that Fremont determines to be reasonable, and, in any mannerfurtherance thereof, of proceeds of Collateral; (v) prepare, file execute and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail documents and releases that Fremont determines to be necessary. The appointment of Fremont as Borrower's attorney-in-fact and each and every one of Fremont's rights and powers, being coupled with an address designated by Agent; (vii) endorse any Chattel Paperinterest, Document, Instrument, xxxx is irrevocable until all of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery the Obligations have been fully repaid and sign its name to verifications of Accounts performed and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documentsthis Agreement has been terminated.
Appears in 1 contract
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) or, until the Bank Loan Termination Date, First Lien Agent as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this SectionSection 8.7. First Lien Agent or First Lien Agent’s designee (or, following the Bank Loan Termination Date, Agent or Agent’s designee), may, during the continuation of an Event of Default, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into First Lien Agent’s (and, following the Bank Loan Termination Date, Agent’s) possession or control; and
(b) During an Event of Default, (i) notify Notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as First Lien Agent (and, following the Bank Loan Termination Date, Agent) deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by as First Lien Agent (and, following the Bank Loan Termination Date, Agent) may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as First Lien Agent (and, following the Bank Loan Termination Date, Agent) deems reasonably appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 1 contract
Samples: Second Lien Loan and Security Agreement (Bon Ton Stores Inc)
Power of Attorney. Each In addition to the authorizations granted to the Administrative Agent under SECTION 9.13 or under any other provision of this Agreement or of any other Loan Document, during the continuance of an Event of Default, each Borrower hereby irrevocably designates, makes, constitutes and appoints the Administrative Agent (and all Persons designated by Agentthe Administrative Agent from time to time) as such the Borrower’s 's true and lawful attorney (attorney, and agent-in-agent in fact) for , and the purposes provided in this Section. Administrative Agent, or any agent of the Administrative Agent’s designee, may, without notice to the Borrowers, and at such time or times as the Administrative Agent or any such agent in either its or sole discretion may determine, in the name of a Borrower’s name, but at the cost and expense of Borrowers:Administrative Agent or the Lenders,
(a) Endorse a Borrower’s name on any Payment Item or other proceeds demand payment of Collateral (including proceeds of insurance) that come into Agent’s possession or control; andthe Receivables,
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts the Receivables by legal proceedings or otherwise, and generally ,
(c) exercise all of any Borrower's rights and remedies with respect to Accounts; the collection of Receivables,
(iid) settle, adjust, modify, compromise, discharge extend or release renew any Accounts or other Collateralall of the Receivables,
(e) settle, adjust or compromise any legal proceedings brought to collect Accounts the Receivables,
(f) discharge and release the Receivables or Collateral; any of them,
(iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (vg) prepare, file and sign the name of a Borrower’s name to a Borrower on any proof of claim in bankruptcy or other any similar document in a bankruptcy of an against any Account Debtor,
(h) prepare, or to file and sign the name of a Borrower on any noticenotice of Lien, assignment or satisfaction of Lien Lien, or similar document in connection with any of the Collateral,
(i) endorse the name of a Borrower upon any chattel paper, document; , instrument, notice, freight bill, xxll xx lading or similar document or agreement relating to the Receivables, the Inventory or any other Collateral,
(vij) receive, use the stationery of the Borrowers and sign the names of the Borrowers to verifications of the Receivables and on any notice to the Account Debtors,
(k) open and dispose of mail addressed to a Borrower, and the Borrowers' mail,
(l) notify postal the post office authorities to deliver any such change the address for delivery of the Borrowers' mail to an address designated by the Administrative Agent; , and
(viim) endorse use the information recorded on or contained in any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement data processing equipment and computer hardware and software relating to any Accountsthe Receivables, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name Collateral to verifications of Accounts and notices to Account Debtors; (ix) use information contained in which any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documentshas access.
Appears in 1 contract
Samples: Loan and Security Agreement (Heafner Tire Group Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge discharge, or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate liquidate, and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file file, and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment assignment, or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory Inventory, or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic electronic, or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent reasonably deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (Casella Waste Systems Inc)
Power of Attorney. Each Borrower hereby irrevocably designates, makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent) as such Borrower’s true and lawful attorney (and agent-agent in-fact) for the purposes provided in this Section. and Administrative Agent, or Administrative Agent’s designee, may, without notice to such Borrower and in either its such Borrower’s or a BorrowerAdministrative Agent’s name, but at the cost and expense of Borrowers:
(a) Endorse a 15.1.1. At such time or times as Administrative Agent or said designee, in its discretion, may determine during the continuance of Restrictive Trigger Event, endorse such Borrower’s name on any Payment Item or other proceeds of the Collateral (including proceeds of insurance) that which come into the possession of Administrative Agent or under Administrative Agent’s possession or control; and.
(b) During 15.1.2. At any time that an Event of Default, Default exists and subject to Applicable Law: (i) notify any Account Debtors demand payment of the assignment of their AccountsAccounts from the Account Debtors, demand and enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise any all of such Borrower’s rights and remedies with respect to the collection of the Accounts; (ii) settle, adjust, modify, compromise, discharge or release any of the Accounts or other Collateral, Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as Administrative Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a such Borrower’s name to a proof of claim in bankruptcy or other similar document in a bankruptcy of an against any Account Debtor, Debtor or to any noticenotice of Lien, assignment or satisfaction of Lien or similar documentdocument in connection with any of the Collateral; (viv) receive, open and dispose of all mail addressed to a Borrower, such Borrower and to notify postal authorities to deliver change the address for delivery thereof to such address as Administrative Agent may designate; (vi) endorse the name of such Borrower upon any such mail Payment Item relating to an address designated by Agentany Collateral and deposit the same to the account of Administrative Agent for application to the Obligations; (vii) endorse the name of such Borrower upon any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, lading or other similar document or agreement relating to any Accounts, Accounts or Inventory or of any Obligor and any other Collateral; (viii) use a such Borrower’s stationery and sign its the name of such Borrower to verifications of the Accounts and notices thereof to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) sign the name of such Borrower to and file any proof of claim in an Insolvency Proceeding of any Account Debtor and on notices of Liens; (xii) take any all action as may be necessary or appropriate to obtain the payment under of any letter of credit, credit or banker’s acceptance or other instrument for of which a such Borrower is a beneficiary; and (xiixiii) take do all other actions as Agent deems appropriate acts and things necessary, in Administrative Agent’s determination, to fulfill any such Borrower’s obligations under any of the Loan Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (Insight Health Services Holdings Corp)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, maymay (in its discretion), without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse During a BorrowerTrigger Period (Dominion) and upon prior notice to the Borrower Agent, endorse an Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During Subject to the Intercreditor Agreement, during an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, in each case that constitute Collateral, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy an Insolvency Proceeding of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; (xii) exercise any voting or other rights relating to Investment Property; and (xiixiii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 1 contract
Samples: Abl Loan and Security Agreement (Rocky Brands, Inc.)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Administrative Agent, or Administrative Agent’s designee, maymay (but shall have no obligation to), without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors and subject to the terms of the Intercreditor Agreement:
(a) Endorse a Borrowerendorse an Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Administrative Agent’s possession or control; and
(b) During during an Event of DefaultDefault to the extent any of the following relates to the ABL Priority Collateral, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Administrative Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Administrative Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Administrative Agent deems appropriate to fulfill any Borrower’s Obligor ‘s obligations under the Loan Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (Key Energy Services Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s 's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s 's designee, may, without notice and in either its or a Borrower’s 's name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s 's name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s 's possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrower’s 's name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, xxxx invoice, freight bill, bill of lading, or other similar document or agreement relating to any Accountsxxx Xxxxunts, Inventory or other Collateral; (viii) use a Borrower’s 's stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s 's acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s 's obligations under the Loan Documents.
Appears in 1 contract
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent in writing to Borrower Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During the continuance of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisableadvisable and in accordance with Applicable Law; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and and
sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, Borrower and notify postal authorities to deliver received through any such mail to an address designated by Agentlockbox; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use sign a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Credit Documents.
Appears in 1 contract
Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Power of Attorney. Each Borrower hereby irrevocably designates, makes, constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s 's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. and Agent, or Agent’s 's designee, may, without notice to Borrower and in either its Borrower's or a Borrower’s Agent's name, but at the cost and expense of BorrowersBorrower:
(a) Endorse a 14.1.1. At such time or times as Agent or said designee, in its sole discretion, may determine, endorse Borrower’s 's name on any Payment Item or other proceeds of the Collateral (including proceeds of insurance) that which come into the possession of Agent or under Agent’s possession 's control.
14.1.2. At such time or control; and
(b) During times upon or after the occurrence of an Event of Default, Default as Agent or Agent's designee in its sole discretion may determine: (i) notify any Account Debtors demand payment of the assignment of their AccountsAccounts from the Account Debtors, demand and enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise any all of Borrower's rights and remedies with respect to the collection of the Accounts; (ii) settle, adjust, modify, compromise, discharge or release any of the Accounts or other Collateral, Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any item of payment or proceeds of relating to any Collateral; (v) prepare, file and sign a Borrower’s 's name to a proof of claim in bankruptcy or other similar document in a bankruptcy of an against any Account Debtor, Debtor or to any noticenotice of Lien, assignment or satisfaction of Lien or similar documentdocument in connection with any of the Collateral; (vi) receive, open and dispose of all mail addressed to a Borrower, Borrower and to notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, xxxx the name of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 1 contract
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of BorrowersBorrower:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of DefaultDefault which is continuing, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent reasonably deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be reasonably necessary in Agent’s determination or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems reasonably appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (Ak Steel Holding Corp)
Power of Attorney. Each In addition to the authorizations granted to the Lender under SECTION 7.15 or under any other provision of this Agreement or any of the Loan Documents, upon and after an Event of Default, each Borrower hereby irrevocably designates, makes, constitutes and appoints Agent the Lender (and all Persons designated by Agentthe Lender from time to time) as such Borrower’s 's true and lawful attorney (and agent-in-agent in fact) for , and the purposes provided in this Section. Agent, Lender or Agent’s designee, any agent of the Lender may, without notice to such Borrower, and at such time or times as the Lender or any such agent in either its sole discretion may determine, in the name of such Borrower or a Borrower’s name, but at the cost and expense of Borrowers:Lender,
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors demand payment of the assignment of their AccountsReceivables, demand and enforce payment of Accounts thereof by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge extend or release renew any Accounts or other Collateral, all of the Receivables or any legal proceedings brought to collect Accounts the Receivables, discharge and release the Receivables or Collateral; any of them and exercise all of the Borrowers' individual or collective rights and remedies with respect to the collection of Receivables,
(iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (vb) prepare, file and sign a Borrower’s the name to a of either of the Borrowers on any proof of claim in bankruptcy or other any similar document in a bankruptcy against any Account Debtor or any notice of an Account Debtor, or to any noticeLien, assignment or satisfaction of Lien or similar document in connection with any of the Collateral,
(c) endorse the name of either of the Borrowers upon any chattel paper, document; , instrument, notice, freight xxxx, xxxx of lading or similar document or agreement relating to the Receivables, the Inventory or any other Collateral,
(vid) receiveuse the stationery of either of the Borrowers, open and dispose either of mail addressed to a Borrowerthe Borrowers' mail, and notify postal the post office authorities to deliver any such change the address for delivery of either of the Borrowers' mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery the Lender and sign its the name of either of the Borrowers to verifications of Accounts the Receivables and notices on any notice to the Account Debtors; ,
(ixe) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of creditthe Receivables, banker’s acceptance Inventory, Equipment or other instrument for Collateral to which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill either of the Borrowers or any Borrower’s obligations under Subsidiary of the Loan DocumentsBorrowers has access.
Appears in 1 contract
Samples: Loan and Security Agreement (Ild Telecommunications Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s Xxxxxxxx's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s 's designee, may, without notice and in either its or a Borrower’s 's name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s Xxxxxxxx's name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s 's possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s 's name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s 's stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s 's acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s 's obligations under the Loan Documents..
Appears in 1 contract
Samples: Loan and Security Agreement (Adara Acquisition Corp.)
Power of Attorney. Each Borrower hereby irrevocably designates, makes, constitutes and appoints Agent Lender (and all Persons any of Lender's officers, employees or agents designated by AgentLender) as such Borrower’s 's true and lawful attorney (and agentattorney-in-fact) for the purposes provided in . Pursuant to this Section. Agentpower of attorney, Lender, or Agent’s designeeLender's agent, may, without notice to Borrowers and in either its or a Borrower’s 's or Lender's name, but at the reasonable cost and expense of Borrowers:
, at such time or times as Lender in its reasonable discretion may determine: (a) Endorse send notifications to Account Debtors requiring that payment of all Accounts be sent to Lender or a Borrower’s name on any Payment Item or other proceeds lockbox designated by Lender, and upon the occurrence and continuation of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise any all of either Borrower's rights and remedies with respect to the collection of the Accounts; (iib) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any item of payment or proceeds of relating to any Collateral; (vc) upon the occurrence and continuation of an Event of Default, prepare, file and sign a either Borrower’s 's name to a proof of claim in bankruptcy or other similar document in a bankruptcy of an against any Account Debtor, Debtor or to any noticenotice of lien, assignment or satisfaction of Lien lien or similar documentdocument in connection with any of the Collateral; (vid) receivesign Borrowers' names on and/or file any of documents described in Section 5.5.3 or on any other similar documents to be executed, open and dispose of mail addressed recorded or filed in order to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agentperfect or continue perfected Lender's security interest in the Collateral; (viie) endorse upon the occurrence and continuation of an Event of Default, sign either Borrowers' name on any Chattel Paperinvoices, Document, Instrument, xxxx bills of lading, freight bills, chattel paper, documents, instruments or other document similar documents or agreement agreements relating to any the Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery , drafts against Account Debtors, schedules and sign its name to assignments of Accounts, verifications of Accounts and notices to Account Debtors; (ixf) use information contained in send requests for verification of Accounts; (g) endorse Borrower's name on any data processingchecks, electronic notes, acceptances, money orders, drafts or information systems other items of payment or proceeds relating to Collateralany Collateral that may come into Lender's possession and deposit the same to the account of Lender for application to the Obligations; (xh) make upon the occurrence and adjust claims continuation of an Event of Default, do all other acts and things necessary, in Lender's determination, to fulfill either Borrower's obligations under insurance policiesthis Agreement or any of the other Loan Documents; (xii) take any action as may be necessary or appropriate upon the occurrence and continuation of an Event of Default, notify the post office authorities to obtain payment under any letter change the address for delivery of crediteither Borrower's mail to an address designated by Lender, banker’s acceptance or other instrument for which a Borrower is a beneficiary; to receive and (xii) take open all mail addressed to either Borrower, and to retain all mail relating to the Collateral and forward all other actions as Agent deems appropriate mail to fulfill any Borrower’s obligations under the Loan Documents.Borrowers;
Appears in 1 contract
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent Lender (and all Persons designated by AgentLender) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. AgentLender, or AgentLender’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into AgentLender’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent Lender deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Lender may designate; (vii) endorse any Chattel Paper, Document, Instrument, xxxx invoice, freight bxxx, bxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent Lender deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 1 contract
Power of Attorney. Each Borrower hereby In order to carry out this Agreement, the Customer irrevocably constitutes appoints WFBC, its successors, each Assignee and appoints Agent (and all Persons any Person designated by AgentWFBC, its successors or such Assignees, including any replacement Servicer, (which appointment is coupled with an interest) as such Borrower’s true and lawful its attorney (and agent-in-in fact) for the purposes provided in this Section. Agent, or Agent’s designeewith right of substitution, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowersto:
(a) Endorse a Borrowerin order to evidence or protect WFBC’s interest in the Purchased Accounts, the Related Rights and the Collateral, execute and file, in the Customer’s name and on any Payment Item the Customer’s behalf, such recording, financing or other proceeds of Collateral similar statements (including proceeds any amendments, renewals and continuation statements) under applicable laws, in such jurisdictions where it may be necessary to validate, perfect or protect WFBC’s interest in any of insurance) that come into Agent’s possession or control; andthe Purchased Accounts, the Related Rights and the Collateral;
(b) During upon the occurrence and during the continuation of an Event of DefaultTermination, strike through the Customer’s remittance information on all invoices delivered to Account Debtors and note WFBC’s remittance information on all invoices;
(c) upon the occurrence and during the continuation of an Event of Termination under subsection (a), (b), (f), (i), (k) or (l) of Section 10.01 or upon the occurrence and during the continuation of an Event of Termination resulting from the breach of Section 6.14, in WFBC’s name or in the Customer’s name, as the Customer’s agent and attorney-in-fact, notify any Account Debtors the United States Postal Service to change the address for delivery of the assignment of their AccountsCustomer’s mail to any address designated by WFBC, demand and enforce payment of Accounts by legal proceedings or otherwiseotherwise intercept the Customer’s mail, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of the Customer’s mail, applying all proceeds of Purchased Accounts, Related Rights and Collateral as permitted under this Agreement and holding all other mail addressed to a Borrower, and notify postal authorities to deliver any for the Customer’s account or forwarding such mail to the Customer’s last known address;
(d) upon the occurrence and during the continuation of an address designated by Agent; Event of Termination, notify any Account Debtor or other Person obligated to pay a Purchased Account that such right to payment has been sold, assigned and transferred to WFBC and shall be paid directly to WFBC (viiand the Customer will join in giving such notice if WFBC so requests);
(e) upon the occurrence and during the continuation of an Event of Termination, at any time after the Customer or WFBC gives notice as set forth in Section 9.01(d) to an Account Debtor or other obligor and with or without notice to the Customer, in WFBC’s name or in the Customer’s name, (a) demand, xxx for, file any claims or take any action or institute any proceedings for, collect, give releases for or receive any money or property at any time payable or receivable on account of or securing, any such right to payment, or (b) grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the obligations (including collateral obligations) of any such Account Debtor or other obligor;
(f) endorse the name of the Customer or the Customer’s trade names on any Chattel Paper, Document, Instrument, xxxx checks or other evidences of ladingpayment that may come into the possession of WFBC with respect to any Purchased Account, or on any other document or agreement documents relating to any of the Purchased Accounts, Inventory the Related Rights or the Collateral;
(g) process any payments received directly by WFBC on a Purchased Account or any Related Rights either by delivery to a Lockbox if WFBC so directs or by direct collection and subsequent crediting of the Collections Account, and individually deliver any other payment for the benefit of the Customer directly to the Customer in the form received in accordance with this Agreement;
(h) upon the occurrence and during the continuation of an Event of Termination, compromise, prosecute, or defend any action, claim or proceeding as to any Purchased Account, any Related Right or any Collateral; ;
(viiii) use upon the occurrence and during the continuation of an Event of Termination, offer a Borrowertrade discount to any Account Debtor exclusive of the Customer’s stationery normal business custom with such Account Debtor;
(j) upon the occurrence and during the continuation of an Event of Termination, initiate electronic debit or credit entries through the ACH system to or from any Lockbox Account or any other deposit account maintained by the Customer in which proceeds of the Collateral are deposited;
(k) upon the occurrence and during the continuation of an Event of Termination, sign its the Customer’s name to verifications on any notice of Accounts and assignment or on any notices to Account Debtors;
(l) upon the occurrence and during the continuation of an Event of Termination, take any other actions WFBC deems necessary or advisable to collect, endorse, negotiate or otherwise realize on the Purchased Accounts, the Related Rights, the Collateral or any part thereof, any negotiable instrument, or other right of any kind, held or owned by the Customer and sold, transferred, assigned or delivered to or received by WFBC as payment on account or otherwise in respect of any of the Purchased Accounts, the Related Rights or the Collateral; and
(ixm) use information contained upon the occurrence and during the continuation of an Event of Termination, take any and all actions required (as determined by WFBC in its commercially reasonable sole discretion) to enforce WFBC’s rights and remedies hereunder or under any Related Document and to otherwise carry out the purposes of this Agreement or any Related Document, including exercising any of the remedies set forth in this Agreement or any Related Document. The authority granted to WFBC under this Section 9.01 shall remain in full force and effect until the payment in full of all amounts due and owing to WFBC hereunder and under each Transaction Agreement, the satisfaction of all obligations of the Customer to WFBC hereunder and under each Transaction Agreement and termination of all obligations of WFBC hereunder and under each Transaction Agreement. WFBC’s performance of such actions shall be taken or not taken in its commercially reasonable sole discretion and shall not relieve the Customer from any obligation or cure any default under this Agreement or any Related Document. The powers of attorney described in this Section 9.01 are coupled with an interest and are irrevocable, shall survive the Customer’s dissolution and shall not be affected by the Customer’s insolvency or bankruptcy in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documentsmanner.
Appears in 1 contract
Samples: Account Purchase Agreement (Martin Marietta Materials Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of BorrowersBorrower:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 1 contract
Power of Attorney. Each In addition to the authorizations granted to the Lender under SECTION 7.15 or under any other provision of this Agreement or any of the Loan Documents, upon and after an Event of Default, the Borrower hereby irrevocably designates, makes, constitutes and appoints Agent the Lender (and all Persons designated by Agentthe Lender from time to time) as such the Borrower’s 's true and lawful attorney (and agent-in-agent in fact) , and the Lender or any agent of the Lender may, for the purposes provided in this Section. Agent, or Agent’s designee, maypurpose of satisfying the Secured Obligations, without notice to the Borrower, and at such time or times as the Lender or any such agent in either its sole discretion may determine, in the name of the Borrower or a Borrower’s name, but at the cost and expense of Borrowers:Lender,
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors demand payment of the assignment of their AccountsReceivables, demand and enforce payment of Accounts thereof by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge extend or release renew any Accounts or other Collateral, all of the Receivables or any legal proceedings brought to collect Accounts the Receivables, discharge and release the Receivables or Collateral; any of them and exercise all of the Borrower's rights and remedies with respect to the collection of Receivables,
(iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (vb) prepare, file and sign a Borrower’s the name to a of the Borrower on any proof of claim in bankruptcy or other any similar document in a bankruptcy against any Account Debtor or any notice of an Account Debtor, or to any noticeLien, assignment or satisfaction of Lien or similar document in connection with any of the Collateral,
(c) endorse the name of the Borrower upon any chattel paper, document; , instrument, notice, freight bill, xxll xx lading or similar document or agreement relating to the Receivables, the Inventory or any other Collateral,
(vid) receiveuse the stationery of the Borrower, open and dispose of mail addressed to a the Borrower's mail, and notify postal the post office authorities to deliver any such change the address for delivery of the Borrower's mail to an address designated by Agent; the Lender and sign the name of the Borrower to verifications of the Receivables and on any notice to the Account Debtors,
(viie) endorse use the information recorded on or contained in any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement data processing equipment and computer hardware and software relating to any Accountsthe Receivables, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name Collateral to verifications which the Borrower or any Subsidiary of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a the Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documentshas access.
Appears in 1 contract
Power of Attorney. Each Borrower Customer hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) IBM Credit, with full power of substitution, as such Borrower’s its true and lawful attorney (and agentattorney-in-fact) for the purposes provided fact with full power, in this Section. Agent, or Agent’s designee, may, without notice good faith and in either its or a Borrower’s namecompliance with commercially reasonable standards, but at in the cost and expense discretion of BorrowersIBM Credit, to:
(aA) Endorse a Borrower’s sign the name of Customer on any Payment Item document or other proceeds of instrument that IBM Credit shall deem necessary or appropriate to perfect and maintain perfected the security interest in the Collateral (including proceeds of insurance) that come into Agent’s possession or control; andcontemplated under this Agreement and the Other Agreements;
(bB) During endorse the name of Customer upon any of the items of payment of proceeds and deposit the same in the account of IBM Credit for application to the Obligation; and upon the occurrence and during the continuance of an Event of DefaultDefault as defined in Section 9.1 hereof:
(C) demand payment, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally otherwise exercise any all Customer's rights and remedies with respect to the collection of any Accounts; ;
(iiD) settle, adjust, modify, compromise, discharge extend or release renew any Accounts Accounts;
(E) settle, adjust or other Collateral, or compromise any legal proceedings brought to collect Accounts or Collateral; any Accounts;
(iiiF) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent deems IBM Credit may deem advisable; ;
(ivG) collect, liquidate discharge and receive balances in Deposit Accounts or investment accounts, and take control, in release any manner, of proceeds of Collateral; Accounts;
(vH) prepare, file and sign a Borrower’s Customer's name to a proof on any Proof of Claim in Bankruptcy or similar document against any Account obligor;
(I) prepare, file and sign Customer's name on any notice of lien, claim or other document in a bankruptcy of an Account Debtor, or to any noticemechanic's lien, assignment or satisfaction of Lien lien or mechanic's lien, or similar document; document in connection with any Accounts;
(vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (viiJ) endorse the name of Customer upon any Chattel Paperchattel paper, Documentdocument, Instrumentinstrument, invoice, freight xxxx, xxxx of lading, lading or other similar document or agreement relating to any Accounts, Inventory Account or other Collateral; goods pertaining thereto;
(viiiK) use a Borrower’s stationery and sign its the name of Customer to verifications requests for verification of Accounts and notices thereof to Account Debtorsobligors;
(L) sign the name of Customer on any document or instrument that IBM Credit shall deem necessary or appropriate to enforce any and all remedies it may have under this Agreement, at law or otherwise; and
(ixM) use information contained in any data processingmake, electronic or information systems relating to Collateral; (x) make settle and adjust claims under insurance policiesthe Policies with respect to the Collateral and endorse Customer's name on any check, draft, instrument or other item of payment of the proceeds of the Policies with respect to the Collateral; and
(xiN) take control in any action manner of any term of payment or proceeds and for such purpose to notify the postal authorities to change the address for delivery of mail addressed to Customer to such address as IBM Credit may be necessary designate. The power of attorney granted by this Section is for value and coupled with an interest and is irrevocable so long as this Agreement is in effect or appropriate any Obligations remain outstanding. Nothing done by IBM Credit pursuant to obtain such power of attorney will reduce any of Customer's Obligations other than Customer's payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate Obligations to fulfill any Borrower’s obligations under the Loan Documentsextent IBM Credit has received monies.
Appears in 1 contract
Samples: Working Capital Financing Agreement (Ameriquest Technologies Inc)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (Clearwater Paper Corp)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Administrative Agent, or Administrative Agent’s designee, maymay (but shall have no obligation to), without notice and in either its or a Borrower’s an Obligor ‘s name, but at the cost and expense of BorrowersObligors and subject to the terms of the Intercreditor Agreement:
(a) Endorse a Borrower’s endorse an Obligor ‘s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Administrative Agent’s possession or control; and
(b) During during an Event of DefaultDefault to the extent any of the following relates to the ABL Priority Collateral, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Administrative Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Administrative Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Administrative Agent deems appropriate to fulfill any Borrower’s Obligor ‘s obligations under the Loan Documents.
Appears in 1 contract
Power of Attorney. Each Borrower of the Loan Parties hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerLoan Party’s true and lawful attorney (and agent-in-fact) ), coupled with an interest, for the purposes provided in this SectionSection 7.4.4. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerLoan Party’s name, but at the cost and expense of Borrowerssuch Loan Parties and exercisable only once an Event of Default has occurred and is continuing:
(a) Endorse endorse a BorrowerLoan Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of a Loan Party whose Accounts constitute Collateral of the assignment of their Accounts, demand and enforce payment of such Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to such Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts included in the Collateral or other Collateral, Collateral of the Loan Parties or any legal proceedings brought to collect Accounts included in the Collateral or Collateralother Collateral of the Loan Parties; (iii) sell or assign any Accounts included in the Collateral and other Collateral of the Loan Parties upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accountsSecurities Accounts of the Loan Parties included in the Collateral, and take control, in any manner, of proceeds of CollateralCollateral of the Loan Parties; (v) prepare, file and sign a BorrowerLoan Party’s name to a proof of claim or other document in a bankruptcy of an Account DebtorDebtor whose Accounts constitute Collateral, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerLoan Party, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory Rental Equipment or other CollateralCollateral of the Loan Parties (other than Accounts, Rental Equipment or Stand-Alone Customer Capital Leases subject to a Permitted Stand-Alone Capital Lease Transaction) of the Loan Parties; (viii) use a BorrowerLoan Party’s stationery and sign its name to verifications of Accounts included in the Collateral and notices to the related Account DebtorsDebtors of the Loan Parties; (ix) use information contained in any data processing, electronic or information systems relating to CollateralCollateral of a Loan Party; (x) make and adjust claims under insurance policiespolicies of the Loan Parties required to be maintained under Section 7.4.1(b); (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument instrument, in each case, relating to the Collateral for which a Borrower Loan Party is a beneficiary; and (xii) take all other actions as Agent reasonably deems appropriate to fulfill any BorrowerLoan Party’s obligations under the Loan Documents.
Appears in 1 contract
Samples: Abl Credit Agreement (WillScot Mobile Mini Holdings Corp.)
Power of Attorney. Each Borrower hereby irrevocably designates, makes, ----------------- constitutes and appoints Agent Lender (and all Persons designated by AgentLender) as such Borrower’s 's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agentand Lender, or Agent’s designeeLender's agent, may, without notice to Borrower and in either its Borrower's or a Borrower’s Lender's name, but at the cost and expense of BorrowersBorrower:
(a) Endorse a 12.1.1. At such time or times as Lender or said agent, in its sole discretion, may determine, endorse Borrower’s 's name on any Payment Item checks, notes, acceptances, drafts, money orders or any other evidence of payment or proceeds of the Collateral (including proceeds of insurance) that which come into Agent’s the possession of Lender or under Lender's control; and.
(b) During 12.1.2. At such time or times upon or after the occurrence of an Event of Default, Default as Lender or its agent in its sole discretion may determine: (i) notify any Account Debtors demand payment of the assignment of their AccountsAccounts from the Account Debtors, demand and enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise any all of Borrower's rights and remedies with respect to the collection of the Accounts; (ii) settle, adjust, modify, compromise, discharge or release any of the Accounts or other Collateral, Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent Lender deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any item of payment or proceeds of relating to any Collateral; (v) prepare, file and sign a Borrower’s 's name to a proof of claim in bankruptcy or other similar document in a bankruptcy of an against any Account Debtor, Debtor or to any noticenotice of lien, assignment or satisfaction of Lien lien or similar documentdocument in connection with any of the Collateral; (vi) receive, open and dispose of all mail addressed to a Borrower, Borrower and to notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Lender may designate; (vii) endorse the name of Borrower upon any Chattel Paper, Document, Instrument, xxxx of lading, the items of payment or other document or agreement proceeds relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery Collateral and sign its name deposit the same to verifications the account of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter Lender on account of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.Obligations;
Appears in 1 contract
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints the Agent (and all Persons designated by the Agent) as such Borrower’s 's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. The Agent, or the Agent’s 's designee, may, without notice and in either its or a Borrower’s 's name, but at the cost and expense of the Borrowers:
(a) Endorse endorse a Borrower’s 's name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Agent’s 's possession or control; and
(b) During during an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand demand, and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; , (ii) settle, adjust, modify, compromise, discharge discharge, or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; , (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Agent deems advisable; , (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; , (v) prepare, file file, and sign a Borrower’s 's name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment assignment, or satisfaction of Lien or similar document; , (vi) receive, open open, and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agent; as the Agent may designate, (vii) endorse any Chattel Paper, Document, Instrument, xxxx invoice, freight bill, bill of lading, or other similar document or agreement relating relatxxx to any xxx Accounts, Inventory Inventory, or other Collateral; , (viii) use a Borrower’s 's stationery and sign its name to verifications of Accounts and notices to Account Debtors; , (ix) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to any Collateral; , (x) make and adjust claims under insurance policies; policies of insurance, (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s 's acceptance or other instrument for which a Borrower is a beneficiary; , and (xii) take all other actions as the Agent deems appropriate to fulfill any Borrower’s 's obligations under the Loan Documents.. LOAN AND SECURITY AGREEMENT
Appears in 1 contract
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s 's designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a BorrowerXxxxxxxx’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s 's possession or control; and
(b) During an Event of DefaultDefault which is continuing, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent reasonably deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be reasonably necessary or appropriate to obtain payment under any letter of credit, banker’s 's acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems reasonably appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 1 contract
Samples: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s Obligor's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s 's designee, may, without notice and in either its or a Borrower’s an Obligor's name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s an Obligor's name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s 's possession or control; and;
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s an Obligor's name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s an Obligor's stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s 's acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s Obligor's obligations under the Loan Documents; and
(c) At any time and from time to time and with respect to certificates of title for Vehicles which either are in Agent's possession or are required by this Agreement to be delivered to Agent's possession, prepare, file and sign in an Obligor's name any application or other document for certificate of title or Lien thereon, and take all other actions as Agent deems appropriate, for the purpose of obtaining such certificates of title with Agent's Lien noted thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (Frozen Food Express Industries Inc)
Power of Attorney. Each Borrower hereby irrevocably designates, makes, constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s 's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. and Agent, or Agent’s 's designee, may, without notice to Borrower and in either its Borrower's or a Borrower’s Agent's name, but at the cost and expense of BorrowersBorrower:
(a) Endorse a 14.1.1. At such time or times as Agent or said designee, in its sole discretion, may determine, endorse Borrower’s 's name on any Payment Item or other proceeds of the Collateral (including proceeds of insurance) that which come into the possession of Agent or under Agent’s possession or 's control; and.
(b) During 14.1.2. At any time that an Event of Default, Default exists: (i) notify any Account Debtors demand payment of the assignment of their AccountsAccounts from the Account Debtors, demand and enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise any all of Borrower's rights and remedies with respect to the collection of the Accounts; (ii) settle, adjust, modify, compromise, discharge or release any of the Accounts or other Collateral, Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any item of payment or proceeds of relating to any Collateral; (v) prepare, file and sign a Borrower’s 's name to a proof of claim in bankruptcy or other similar document in a bankruptcy of an against any Account Debtor, Debtor or to any noticenotice of lien, assignment or satisfaction of Lien or similar documentdocument in connection with any of the Collateral; (vi) receive, open and dispose of all mail addressed to a Borrower, Borrower and to notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse the name of Borrower upon any Chattel Paper, Document, Instrument, xxxx of lading, the items of payment or other document or agreement proceeds relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery Collateral and sign its name deposit the same to verifications the account of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter Agent on account of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.Obligations;
Appears in 1 contract
Samples: Post Petition Loan and Security Agreement (Drypers Corp)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, maymay (in its discretion), without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse During a BorrowerTrigger Period (Dominion) and upon prior notice to the Borrower Agent, endorse an Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During Subject to the Intercreditor Agreement, during an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, in each case that constitute Collateral, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy an Insolvency Proceeding of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; (xii) exercise any voting or other rights relating to Investment Property; and (xiixiii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 1 contract
Samples: Abl Loan and Security Agreement (Rocky Brands, Inc.)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts, Securities Accounts or investment accountsCommodities Accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 1 contract
Power of Attorney. Each Borrower Loan Party hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerLoan Party’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerLoan Party’s name, but at the cost and expense of BorrowersLoan Parties:
(a) Endorse a BorrowerLoan Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a BorrowerLoan Party’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerLoan Party, and notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, xxxx invoice, freight bxxx, bxxx of lading, or other similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerLoan Party’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems processing Equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under insurance policiespolicies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, credit or banker’s acceptance or other instrument for which a Borrower Loan Party is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerLoan Party’s obligations under the Loan Documents.
(c) The Loan Parties each acknowledge that this power of attorney is an irrevocable power of attorney for the purposes of Article 5(2) of the Powers of Attorney (Jersey) Law 1995 and for so long as any security remains effective this power of attorney shall not be revoked by: (i) the Loan Parties without the consent of Agent; or (ii) the incapacity, bankruptcy or dissolution of any Loan Party.
Appears in 1 contract
Samples: Loan and Security Agreement (Hudson Highland Group Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, maymay (in its discretion), without notice and in either its or a BorrowerObligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a BorrowerObligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerObligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerObligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower Obligor is a beneficiary; (xii) exercise any voting or other rights relating to Investment Property; and (xiixiii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 1 contract
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 1 contract
Samples: Loan Agreement (Us Concrete Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerObligor’s name, but at the cost and expense of BorrowersObligors:
(a) Endorse a BorrowerObligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a BorrowerObligor’s name to a proof of claim or other document in a bankruptcy or other Insolvency Proceeding of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerObligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerObligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (Radiant Logistics, Inc)
Power of Attorney. Each Borrower Obligor hereby irrevocably (until Full Payment of the Obligations) constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerObligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borroweran Obligor’s name, but at the cost and expense of Borrowers:Obligors (subject to Section 5.11):
(a) Endorse a Borroweran Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of Obligors of the assignment of their Accounts, demand and enforce payment of Accounts of Obligors by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to AccountsAccounts of Obligors; (ii) settle, adjust, modify, compromise, discharge or release any Accounts of Obligors or other Collateral, or any legal proceedings brought to collect Accounts of Obligors or Collateral; (iii) sell or assign any Accounts of Obligors and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accountsSecurities Accounts of Obligors, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borroweran Obligor’s name to a proof of claim or other document in a bankruptcy of an Account DebtorDebtor of such Obligor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borroweran Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borroweran Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerObligor’s obligations under the Loan Documents.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Hyster-Yale Materials Handling, Inc.)
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of bilx xx lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (Houston Wire & Cable CO)
Power of Attorney. Each Borrower Loan Party hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such BorrowerLoan Party’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a BorrowerLoan Party’s name, but at the cost and expense of Borrowersthe Loan Parties:
(a) Endorse a BorrowerLoan Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and
(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a BorrowerLoan Party’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a BorrowerLoan Party, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a BorrowerLoan Party’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower Loan Party is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any BorrowerLoan Party’s obligations under the Loan Documents.
Appears in 1 contract
Power of Attorney. Each Borrower Credit Party hereby irrevocably designates, makes, constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s Credit Party's true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. and Agent, or Agent’s 's designee, may, without notice to such Credit Party and in either its such Credit Party's or a Borrower’s Agent's name, but at the cost and expense of Borrowers:
(a) Endorse a Borrower’s 14.1.1. At such time or times as Agent or said designee, in its sole discretion, may determine, endorse such Credit Party's name on any Payment Item or other proceeds of the Collateral (including proceeds of insurance) that which come into the possession of Agent or under Agent’s possession or 's control; and.
(b) During 14.1.2. At any time that an Event of Default, Default exists: (i) notify any Account Debtors demand payment of the assignment of their AccountsAccounts from the Account Debtors, demand and enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise any all of such Credit Party's rights and remedies with respect to the collection of the Accounts; (ii) settle, adjust, modify, compromise, discharge or release any of the Accounts or other Collateral, Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of any item of payment or proceeds of relating to any Collateral; (v) prepare, file and sign a Borrower’s such Credit Party's name to a proof of claim in bankruptcy or other similar document in a bankruptcy of an against any Account Debtor, Debtor or to any noticenotice of Lien, assignment or satisfaction of Lien or similar documentdocument in connection with any of the Collateral; (vi) receive, open and dispose of all mail addressed to a Borrower, such Credit Party and to notify postal authorities to deliver any change the address for delivery thereof to such mail to an address designated by Agentas Agent may designate; (vii) endorse the name of such Credit Party upon any Chattel Paperof the items of payment or proceeds relating to any Collateral and deposit the same to the account of Agent on account of the Obligations; (viii) endorse the name of such Credit Party upon any chattel paper, Documentdocument, Instrumentinstrument, invoice, freight xxxx, xxxx of lading, lading or other similar document or agreement relating to any Accounts, Accounts or Inventory or of any Obligor and any other Collateral; (viiiix) use a Borrower’s such Credit Party's stationery and sign its the name of such Credit Party to verifications of the Accounts and notices thereof to Account Debtors; (ixx) use the information recorded on or contained in any data processing, electronic or information systems processing equipment and computer hardware and software relating to the Accounts, Inventory, Equipment or any other Collateral; (xxi) make and adjust claims under insurance policiespolicies of insurance; (xixii) sign the name of such Credit Party on any proof of claim in bankruptcy against Account Debtors and on notices of Liens, claims of mechanic's Liens or assignments or releases of mechanic's Liens securing any Accounts; (xiii) take any all action as may be necessary or appropriate to obtain the payment under of any letter of credit, credit or banker’s 's acceptance or other instrument for of which a Borrower such Credit Party is a beneficiary; and (xiixiv) take do all other actions as Agent deems appropriate acts and things necessary, in Agent's determination, to fulfill any Borrower’s such Credit Party's obligations under the Loan Documentsthis Agreement.
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Samples: Loan and Security Agreement (Integrated Electrical Services Inc)
Power of Attorney. Each Borrower Company hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agentany other Person whom the Agent may designate as such Company’s designeeattorney, maywith power to: (a)(i) execute any security related documentation on such Company’s behalf and to supply any omitted information and correct patent errors in any documents executed by such Company or on such Company’s behalf; (ii) to file financing statements and other evidence of Liens granted hereunder against such Company covering the Collateral (and, without notice in connection with the filing of any such financing statements, describe the Collateral as “all assets and in either its all personal property, whether now owned and/or hereafter acquired” (or a Borrower’s name, but at the cost and expense of Borrowers:
any substantially similar variation thereof)); (aiii) Endorse a Borrowersign such Company’s name on any Payment Item invoice, Vehicle Certificate or xxxx of lading relating to any Accounts, drafts against Account Debtors, schedules and assignments of Accounts, notices of assignment, financing statements and other proceeds evidence of Collateral (including proceeds of insurance) that come into the Agent’s possession Lien granted hereunder and other public records, verifications of Account and notices to or controlfrom Account Debtors; and
(iv) in the case of any Intellectual Property, the Agent may execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (v) to do all other things the Agent deems necessary to carry out the terms of Section 6 of this Security Agreement and (b) During upon the occurrence and during the continuance of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) endorse such Company’s name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into the Agent’s possession; (vii) verify the validity, amount or any other matter relating to any Account by mail, telephone, telegraph or otherwise with Account Debtors; (viii) do all other things necessary to carry out this Agreement, any Ancillary Agreement and all related documents; and (ix) notify the post office authorities to change the address for delivery of such Company’s mail to an address designated by the Agent, and to receive, open and dispose of all mail addressed to such Company. Each Company hereby ratifies and approves all acts of the attorney. Neither the Agent, nor the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as the Agent has a Borrower, security interest and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under until the Loan DocumentsObligations have been fully satisfied.
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Samples: Security Agreement (Sten Corp)