Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 3 contracts
Samples: Intercreditor Agreement (Toys R Us Inc), Intercreditor Agreement (Toys R Us Inc), Security Agreement (Toys R Us Inc)
Power of Attorney. Each Grantor Borrower irrevocably makes, constitutes appoints Lender and appoints the Administrative Agent (its successors and all officers, employees or agents designated by the Administrative Agent) assigns as such Grantor’s true and lawful agent and attorney-in-attorney in fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, authorizes Lender (a) at any timeto, whether or not a Default or there has been an Event of Default has occurredDefault: (i) demand, collect, receive, xxx, and give releases to take actions required any Account Debtor for the monies due or which may become due upon or with respect to be taken by the Grantors Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Lender’s name or Borrower’s name, as Lender may choose; (ii) prepare, file and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; (iii) notify all Account Debtors with respect to the Receivables to pay Lender directly; (iv) receive and open all mail addressed to Borrower for the purpose of collecting the Receivables; (v) endorse Borrower’s name on any checks or other forms of payment on the Receivables; (vi) execute on behalf of Borrower any and all instruments, documents, financing statements and the like to perfect Lender’s interests in the Receivables and Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due under Section 2.1 of this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of any such purposes, and (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreementto, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to useDefault, sell, assign, transfer, pledge, make compromise, or discharge the whole or any agreement part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan Receivables and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Collateral.
Appears in 3 contracts
Samples: Business Financing Modification Agreement (Rimini Street, Inc.), Business Financing Modification Agreement (Rimini Street, Inc.), Business Financing Agreement (Rimini Street, Inc.)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints In addition to the Administrative authorizations granted to the Agent (and all officers, employees under SECTION 8.13 or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at under any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 other provision of this AgreementAgreement or of any other Loan Document, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default Default, each Obligor hereby irrevocably designates, makes, constitutes and appoints the Agent (and all Persons designated by the Agent from time to time) as such Obligor's true and lawful attorney, and agent in fact, and the Agent, or any agent of the Agent, may, without notice to any Obligor, and at such time or times as otherwise permitted under the Credit AgreementAgent or any such agent in its sole discretion may determine, in the name of such Obligor, another Obligor, the Agent or the Lenders, (ia) demand payment of the Receivables, (b) enforce payment of the Receivables by legal proceedings or otherwise, (c) exercise all of the Obligors' rights and remedies with respect to demandthe collection of Receivables, collect(d) settle, receive payment ofadjust, give receipt for compromise, extend or renew any or all of the Receivables, (e) settle adjust or compromise any legal proceedings brought to collect the Receivables, (f) discharge and give discharges and releases of all release the Receivables or any of the Collateral; them, (iig) to prepare, file and sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor Obligor on any proof of claim in bankruptcy or any similar document against any Account DebtorsDebtor, (h) prepare, file and sign the name of any Obligor on notices any notice of lienLien, claims assignment or satisfaction of mechanic’s liensLien, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee similar document in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement connection with respect to or otherwise deal with all or any of the Collateral, and (i) endorse the name of any Obligor upon any chattel paper, document, instrument, notice, freight xxxx, xxxx of lading or similar document or agreement relating to do all other acts and things reasonably necessary to carry out the purposes of this AgreementReceivables, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent Inventory or any other Secured Party Collateral, (j) use the stationery of any Obligor and sign the name of any Obligor to make verifications of the Receivables and on any inquiry as notice to the nature or sufficiency Account Debtors, (k) open the Obligors' mail, (l) notify the post office authorities to change the address for delivery of any payment received the Obligors' mail to an address designated by the Administrative Agent Agent, and (m) use the information recorded on or contained in any other Secured Party, or to present or file any claim or notice. It is understood data processing equipment and agreed that the appointment of the Administrative Agent as the agent computer hardware and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only software relating to the extent then due and payable) (Receivables, Inventory or other than contingent indemnity obligations with respect Collateral to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)which any Obligor has access.
Appears in 3 contracts
Samples: Loan and Security Agreement (Tultex Corp), Tultex Corp, Tultex Corp
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon Upon the occurrence and during the continuance of any Event of Default, without limiting Silicon’s other rights and remedies, Borrower grants to Silicon an irrevocable power of attorney coupled with an interest, authorizing and permitting Silicon (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrower, and at Borrower’s expense, to do any or all of the following, in Borrower’s name or otherwise, but Silicon agrees that if it exercises any right hereunder, it will do so in good faith and in a Cash Dominion Event commercially reasonable manner: (a) Execute on behalf of Borrower any documents that Silicon may, in its good faith business judgment, deem advisable in order to perfect and maintain Silicon’s security interest in the Collateral, or as otherwise permitted in order to exercise a right of Borrower or Silicon, or in order to fully consummate all the transactions contemplated under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and all other Loan Documents: (iib) Execute on behalf of Borrower, any invoices relating to receiveany Account, endorseany draft against any Account Debtor and any notice to any Account Debtor, assign and/or deliver any and all notesproof of claim in bankruptcy, acceptancesany Notice of Lien, checksclaim of mechanic’s, drafts, money orders materialman’s or other evidences lien, or assignment or satisfaction of payment relating to the Collateral mechanic’s, materialman’s or any part thereofother lien; and (c) upon the occurrence and during the continuance Take control in any manner of an Event any cash or non-cash items of Default payment or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases proceeds of all or any of the Collateral; (ii) to sign endorse the name of Borrower upon any Grantor on any invoices, schedules of Collateral, freight or express receiptsinstruments, or bills documents, evidence of lading storage receiptspayment or Collateral that may come into Silicon’s possession; (d) Endorse all checks and other forms of remittances received by Silicon; (e) Pay, warehouse receipts contest or other documents of title relating settle any lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (iiif) Grant extensions of time to sign pay, compromise claims and settle Accounts and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (g) Pay any sums required on account of Borrower’s taxes or to secure the name release of any Grantor on any notice to such Grantor’s Account Debtorsliens therefor, or both; (ivh) to sign the name of any Grantor on any proof of claim in bankruptcy against Account DebtorsSettle and adjust, and on notices of liengive releases of, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) any insurance claim that relates to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral and obtain payment therefor; (i) Instruct any third party having custody or to enforce any rights in respect control of any Collateralbooks or records belonging to, or relating to, Borrower to give Silicon the same rights of access and other rights with respect thereto as Silicon has under this Agreement; and (viiij) Take any action or pay any sum required of Borrower pursuant to settlethis Agreement and any other Loan Documents. Any and all reasonable sums paid and any and all reasonable costs, compromiseexpenses, compoundliabilities, adjust or defend obligations and attorneys’ fees incurred by Silicon with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any actions, suits or proceedings relating to all of the Obligations. In no event shall Silicon’s rights under the foregoing power of attorney or any of the Collateral; (ix) Silicon’s other rights under this Agreement be deemed to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor indicate that Silicon is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any control of the Collateralbusiness, and to do all other acts and things reasonably necessary to carry out the purposes management or properties of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 3 contracts
Samples: Security Agreement (Rackable Systems, Inc.), Security Agreement (Rackable Systems, Inc.), Security Agreement (Rackable Systems, Inc.)
Power of Attorney. Each Grantor Borrower irrevocably makes, constitutes appoints Lender and appoints the Administrative Agent (its successors and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-attorney in fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, authorizes Lender (a) at any timeto, whether or not a Default or there has been an Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit AgreementDefault, (i) demand, collect, receive, xxx, and give releases to take actions required any Account Debtor for the monies due or which may become due upon or with respect to be taken by the Grantors Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Lender’s name or Borrower’s name, as Lender may choose; (ii) prepare, file and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; (iii) notify all Account Debtors with respect to the Receivables to pay Lender directly; (iv) receive and open all mail addressed to Borrower for the purpose of collecting the Receivables; (v) endorse Borrower’s name on any checks or other forms of payment on the Receivables; (vi) execute on behalf of Borrower any and all instruments, documents, financing statements and the like to perfect Lender’s interests in the Receivables and Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due under Section 5.1 of this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of any such purposes, and (iib) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to useDefault, sell, assign, transfer, pledge, make compromise, or discharge the whole or any agreement part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan Receivables and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Collateral.
Appears in 3 contracts
Samples: Business Financing Modification Agreement (Rimini Street, Inc.), Business Financing Modification Agreement (Rimini Street, Inc.), Business Financing Agreement (Rimini Street, Inc.)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Lender as such Grantor’s Borrower's true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of Borrower but for the use and sole benefit of the Administrative Agent and the Secured PartiesLender, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under after DEMAND with respect to Obligations payable on DEMAND, to convert the Credit AgreementCollateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral; (ii) to sign , either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Grantor Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of Borrower on and to receive as secured party any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor Borrower on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Debtors or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goodssign, if anynecessary, necessary and file or record on behalf of Borrower any financing or other statement in order to fulfill in whole perfect or in part protect the purchase order of any customer of any Grantor; (xi) Lender’s security interest. The Lender shall not be obliged to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the purposes of Lender by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired Borrower or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only any guarantor or surety to the extent then due and payable) (other than contingent indemnity obligations with respect Lender shall remain unpaid or the Lender is obligated under this Agreement to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory extend any credit to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 3 contracts
Samples: Loan and Security Agreement (Truett-Hurst, Inc.), Loan and Security Agreement (Truett-Hurst, Inc.), Loan and Security Agreement (Point.360)
Power of Attorney. Each Grantor irrevocably makesBorrower hereby appoints Agent, constitutes and appoints its agents and designees, the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent agents and attorneyattorneys-in-fact, and in fact of such capacity the Administrative Agent shall have the rightBorrower, with full power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Partiessubstitution, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion an Event or as otherwise permitted under the Credit Agreementof Default, to (i) receive, open and dispose of all mail addressed to take actions required such Borrower relating to be taken by the Grantors under Section 5.1 of this AgreementCollateral, and (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to receivechange the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, endorse, assign and/or deliver and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any and all notes, checks, acceptances, checks, drafts, money orders or other evidences instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the Collateral or any part thereofintent of this Agreement; and (cb) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreementat all times, to (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts such Borrower to drafts against Contract Debtors or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtorsaccount debtors, and execute on behalf of such Borrower assignments, notices of lienassignments, claims of mechanic’s liens, financing statements and other public records and notices on all other instruments or assignments or releases of mechanic’s liens securing the Accounts; documents and (vii) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute do any and all suits, actions other things necessary or proceedings at law or in equity in any court proper to perfect and protect the liens and rights of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; Agent and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of Lenders created under this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, . Each Borrower agrees that nothing herein contained shall be construed as requiring or obligating the Administrative neither Agent or any other Secured Party to make Lender nor any inquiry as to the nature of its agents, designees or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorneyattorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Grantors for the purposes set forth above is Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and is irrevocableshall be irrevocable during the term hereof. The appointment Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Administrative Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)may determine.
Appears in 3 contracts
Samples: Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints appoints, effective on and after the occurrence of an Event of Default, Administrative Agent (and all officersacting through any officer or Agent thereof, employees or agents designated by the Administrative Agent) with full power of substitution, as such GrantorBorrower’s true and lawful agent and attorney-in-fact, fact with full irrevocable power and authority in such Borrower’s place and stead and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each GrantorBorrower’s name or otherwisein its own name, for the use from time to time in Administrative Agent’s Discretion, to receive, open and benefit dispose of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurredmail addressed to such Borrower, to take actions required any and all action, to be taken by the Grantors under Section 2.1 of this Agreementdo all things, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receiveexecute, endorse, assign and/or deliver and file any and all noteswritings, acceptancesdocuments, instruments, notices, statements (including financing statements, and writings to correct any error or ambiguity in any Loan Document), applications and registrations (including registrations and licenses for securities, copyrights, patents, and trademarks), checks, drafts, acceptances, money orders orders, or other evidences evidence of payment relating or proceeds, which may be or become necessary or desirable in the Sole Discretion of Administrative Agent to accomplish the terms, purposes and intent of, or to fulfill Borrowers’ obligations under this Agreement and the other Loan Documents, including the right to enter into any control agreements on behalf of each such Borrower as described in Section 6.14, to appear in and defend any action or proceeding brought with respect to the Collateral or any part thereof; Company-Owned Property, and (c) upon the occurrence and during the continuance of an Event of Default to bring any action or as otherwise permitted under the Credit Agreementproceeding, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign in the name and on behalf of any Grantor on any invoicesBorrower, schedules of Collateralwhich Administrative Agent, freight in its Sole Discretion, deems necessary or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating desirable to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim protect its interest in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or noticeProperty. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above This power is coupled with an interest and is irrevocable. The appointment THIS POWER DOES NOT AND SHALL NOT BE CONSTRUED TO AUTHORIZE ANY CONFESSION OF JUDGMENT. Each Borrower hereby releases Administrative Agent, Lenders and their respective officers, directors, members, partners, trustees, debt holders, employees, representatives, agents and designees from any liabilities arising from any act or acts under this power of the Administrative Agent as the agent attorney and attorney-in-fact in furtherance thereof, whether of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired omission or been terminatedcommission, (b) the principal of except and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the same results from the applicable Issuing Banks) and (d) all Letter released party’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)court of competent jurisdiction.
Appears in 3 contracts
Samples: Credit Agreement (Famous Daves of America Inc), Credit Agreement (Famous Daves of America Inc), Credit Agreement (Famous Daves of America Inc)
Power of Attorney. Each Grantor The Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by Bank as the Administrative Agent) as such Grantor’s Borrower's true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of the Borrower but for the use and sole benefit of the Administrative Agent and the Secured PartiesBank, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under after DEMAND with respect to Obligations payable on DEMAND, to convert the Credit AgreementCollateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral; (ii) to sign , either in its own name or in the name of the Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Grantor Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Bank shall designate; to endorse the name of the Borrower in favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of the Borrower on and to receive as secured party any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor the Borrower on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Debtors or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goodssign, if anynecessary, necessary and file or record on behalf of the Borrower any financing or other statement in order to fulfill in whole perfect or in part protect the purchase order of any customer of any Grantor; (xi) Bank's security interest. The Bank shall not be obliged to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if the Bank elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out the purposes of Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Bank by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired Borrower or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only any guarantor or surety to the extent then due and payable) (other than contingent indemnity obligations with respect Bank shall remain unpaid or the Bank is obligated under this Agreement to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory extend any credit to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 3 contracts
Samples: Loan and Security Agreement (Chembio Diagnostics, Inc.), Loan and Security Agreement (Dewey Electronics Corp), Loan and Security Agreement (Advanced Photonix Inc)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Bank as such GrantorBorrower’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of Borrower but for the use and sole benefit of the Administrative Agent and the Secured PartiesBank, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during of an Event of Default, to convert the continuance Collateral into cash, including, without limitation, completing the manufacture or processing of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementwork in process, and the sale (iieither public or private) of all or any portion or portions of the inventory and other Collateral; to use pursuant to a royalty free license all of Borrower’s intellectual property; to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, endorse, assign and/or deliver open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the Bank shall designate; to endorse the name of Borrower in favor of the Bank upon any and all notes, acceptances, checks, drafts, money orders orders, notes, acceptances or other evidences instruments of payment relating the same or different nature; to sign and endorse the Collateral or any part thereof; name of Borrower on and (c) upon the occurrence and during the continuance of an Event of Default or to receive as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or secured party any of the Collateral; (ii) to sign the name of any Grantor on , any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor Borrower on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Account Debtors or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goodssign, if anynecessary, necessary and file or record on behalf of Borrower any financing or other statement in order to fulfill in whole perfect or in part protect the purchase order of any customer of any Grantor; (xi) Bank’s security interest. The Bank shall not be obliged to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if the Bank elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the purposes of Bank by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only Borrower to the extent then due and payable) (other than contingent indemnity obligations with respect Bank shall remain unpaid or the Bank is obligated under this Agreement to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory extend any credit to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 3 contracts
Samples: Eighth Loan Modification Agreement (Coffee Holding Co Inc), Eighth Loan Modification Agreement (Coffee Holding Co Inc), Loan and Security Agreement (Coffee Holding Co Inc)
Power of Attorney. Each Grantor irrevocably makesBorrower authorizes CDF (whether or not Default has occurred) to, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, upon notice to Borrower: (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence file financing statements describing CDF as “Secured Party,” Borrower as “Debtor” and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of indicating the Collateral; (iib) authenticate, execute or endorse the name of Borrower upon any of the items of payment or proceeds and deposit the same in the account of CDF for application to the Obligations; (c) use the name of Borrower on notices or communications with account debtors to verify the accuracy of the Accounts; (d) sign the name of any Grantor Borrower on any invoicesdocument 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 Borrower; and (f) initiate and resolve any insurance claim and endorse Borrower’s name on any check, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts instrument or other documents item of title relating payment. In the event of a Default, Borrower authorizes CDF to: (i) demand payment, enforce payment and otherwise exercise all of Borrower’s rights, and remedies with respect to the collection of any of the CollateralAccounts; (ii) settle, adjust, compromise, extend or renew any Accounts; (iii) settle, adjust or compromise any legal proceedings brought to sign the name of collect any Grantor on any notice to such Grantor’s Account DebtorsAccounts; (iv) to sign the name of sell or assign any Grantor on any proof of claim in bankruptcy against Account DebtorsAccounts upon such terms, for such amounts and on notices of lien, claims of mechanic’s liens, at such time or assignments or releases of mechanic’s liens securing the Accountstimes as CDF may deem advisable; (v) discharge and release any Accounts; (vi) prepare, file and sign Borrower’s name on any Proof of Claim in Bankruptcy or similar document against any obligor; (vii) authenticate, execute or endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to sign change any Account or goods pertaining thereto; and (viii) take control in any manner of address forms any item of payments or proceeds and for such purpose to notify the Postal Authorities to change the address for delivery of mail addressed to which each Grantor’s mail is to be sent Borrower to such address as CDF may designate. This power of attorney and the Administrative Agent shall designate; (vi) to receive other powers of attorney granted herein are irrevocable and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)interest.
Appears in 2 contracts
Samples: Business Financing Agreement, Business Financing Agreement (Brunswick Corp)
Power of Attorney. (a) Each Grantor irrevocably makes, Non-Managing Member and Record Holder hereby constitutes and appoints the Administrative Agent Managing Member and, if a Liquidator (other than the Managing Member) shall have been selected pursuant to Section 12.2, the Liquidator, severally (and all officersany successor to the Liquidator by merger, employees transfer, assignment, election or agents designated by otherwise) and each of their authorized officers and attorneys in-fact, as the Administrative Agent) case may be, with full power of substitution, as such Grantor’s his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Formation and all amendments or restatements hereof or thereof and any resolution, consent, approval, voting ballot, voting certification or other voting mechanism) that the Managing Member or the Liquidator determines to be necessary or appropriate to conduct the purposes of the Company as provided in Section 2.5 as a limited liability company in the State of Delaware and in such capacity all other jurisdictions in which the Administrative Agent shall have Company may conduct business or own property; (B) all amendments to this Agreement adopted in accordance with the rightterms hereof and all certificates, with power of substitution for each Grantor documents and in each Grantor’s name other instruments that the Managing Member or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required Liquidator determines to be taken by the Grantors under Section 2.1 necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other instruments (bincluding conveyances and a certificate of cancellation) upon that the occurrence and during Managing Member or the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required Liquidator determines to be taken by necessary or appropriate to reflect the Grantors under Section 5.1 dissolution and termination of the Company pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (ii) to receive, endorse, assign and/or deliver any including this Agreement and the Certificate of Formation and all notes, acceptances, checks, drafts, money orders amendments or other evidences of payment restatements hereof or thereof) relating to the Collateral admission, withdrawal, removal or substitution of any part thereofMember pursuant to, or other events described in, this Agreement; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Company Securities issued pursuant to Section 5.3; and (cF) upon the occurrence all certificates, documents and during the continuance other instruments (including agreements and a certificate of an Event of Default merger or as otherwise permitted under the Credit Agreementconsolidation or similar certificate) relating to a merger, (i) to demandconsolidation, collect, receive payment of, give receipt for and give discharges and releases of all combination or any conversion of the Collateral; (ii) Company pursuant to sign the name Article XIV or otherwise in connection with a change of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any jurisdiction of the Collateral; (iiiCompany. Nothing contained in this Section 2.7(a) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring authorizing the Managing Member to amend, change or obligating the Administrative Agent modify this Agreement except in accordance with Article XIII or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors may be otherwise expressly provided for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of in this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Beneficient), Limited Liability Company Agreement (Beneficient)
Power of Attorney. Each Grantor irrevocably makesSubject to the terms and conditions herein, constitutes the Company hereby appoints and appoints names the Administrative Agent (Administrator, acting through its authorized officers and all officersemployees, employees or agents designated by as the Administrative Agent) as such GrantorCompany’s true and lawful agent and attorney-in-fact, from and in such capacity after the Administrative Agent shall have Effective Date for so long as the right, with power of substitution for each Grantor Administrator is authorized to perform the Services and in each Grantor’s name or otherwise, for solely to the use and benefit of extent necessary to provide the Administrative Agent and the Secured PartiesServices, (a) at to do any timeand all lawful acts that the Company might have done with respect to the Administered Business, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, and (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, to proceed by all lawful means (i) to take actions required perform any and all of the Company’s obligations with respect to be taken by the Grantors under Section 5.1 of this AgreementAdministered Business, and (ii) to receive, endorse, assign and/or deliver enforce any right and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and defend (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign in the name of the Company, when necessary) against any Grantor on any invoicesliability arising with respect to the Administered Business, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign sxx or defend (in the name of the Company, when necessary) any Grantor on any notice Action arising from or relating to such Grantor’s Account Debtors; the Administered Business, (iv) to sign collect any and all sums due or payable to the name Company in respect of any Grantor on any proof of claim in bankruptcy against Account Debtorsthe Administered Business, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change collect any and all Recoveries due or payable under or relating to the Covered Insurance Policies, the Separate Accounts, the portion of address forms the Shared Separate Account that relates to change the address Covered Insurance Policies or the Existing Reinsurance Agreements with respect to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designateCovered Insurance Policies; (vi) to receive sign (in the Company’s name, when necessary) vouchers, receipts, releases and open each Grantor’s mailother papers in connection with any of the foregoing matters, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence enforce the rights and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any perform the obligations of the Collateral or to enforce any rights in respect of any CollateralCompany under the Servicing Agreements and the In-Force Retail Sales Agreement; (viii) to settletake actions necessary, compromiseas may be reasonably determined by the Administrator, compoundto maintain the Covered Insurance Policies, adjust or defend any actionsthe Separate Accounts, suits or proceedings relating to all or any the portion of the CollateralShared Separate Account that relate to the Covered Insurance Policies and the portions of the Existing Reinsurance Agreements that relate to the Covered Insurance Policies in compliance with Applicable Law; (viii) to request rate and form changes for the Covered Insurance Policies pursuant to Sections 3.5 and 3.8 hereof; and (ix) to take all such action as may be reasonably necessary to obtain do everything lawful in connection with the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any satisfaction of the Collateral, Administrator’s obligations and to do all other acts and things reasonably necessary to carry out the purposes exercise of its rights under this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 2 contracts
Samples: Administrative Services Agreement (Equitable America Variable Account L of Equitable Financial Life Insurance Co of America), Administrative Services Agreement (Equitable America Variable Account a of Equitable Financial Life Insurance Co of America)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with Seller grants to Buyer an irrevocable power of substitution for each Grantor attorney coupled with an interest authorizing and in each Grantor’s name permitting Buyer (acting through any of its employees, attorneys or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (aagents) at any time, whether at its option but without obligation, with or not a Default or Event of Default has occurredwithout notice to Seller, and at Seller’s sole expense, to take actions required do any or all of the following, in Seller’s name or otherwise (a) Execute on behalf of Seller any document that Buyer may, in its sole discretion, deem advisable in order to be taken by perfect, maintain or improve Buyer’s security interests in the Grantors Collateral or other real or personal property intended to constitute Collateral, or in order to exercise a right of Seller or Buyer, or in order to fully consummate all the transactions contemplated under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and all other present and future agreements; (iib) At any time after the occurrence of an Event of Default, execute on behalf of Seller any document exercising, transferring or assigning any option to receivepurchase, endorsesell or otherwise dispose of or to lease (as lessor or lessee) any real or personal property; (c) Execute on behalf of Seller, assign and/or deliver any invoices relating to any Receivable, any draft against any Account Debtor and all any notice to any Account Debtor, any proof of claim in bankruptcy, voting rights in any bankruptcy case, any Notice of Lien, claim of mechanic’s, materialman’s or other lien, or assignment of satisfaction of mechanic’s, materialman’s or other lien; (d) Take control in any manner of any cash or non-cash items of payment or proceeds of Collateral; endorse the name of Seller upon any instruments, notes, acceptances, checks, drafts, money orders orders, bills of lading, freight bills, chattel paper or other evidences documents, evidence of payment or Collateral that may come into Buyer’s possession; (e) Upon the occurrence of any Event of Default, to receive and open all mail addressed to Seller; and, in the exercise of such right, Buyer shall have the right, in the name of Seller, to notify the Post Office authorities to change the address for the delivery of mail addressed to Seller to such other address as Buyer may designate including, but not limited to, Buyer’s own address; Buyer shall turn over to Seller all of such mail not relating to the Collateral or any part thereofCollateral; such right to redirect mail granted to Buyer is irrevocable and Seller shall not have the right to notify the Post Office to change the address for delivery after Buyer has exercised such right; (cf) upon Upon the occurrence and during the continuance of an any Event of Default Default, to direct any financial institution which is a participant with Buyer in extensions of credit to or for the benefit of Seller, or which is the institution with which any deposit account is maintained, to pay to Buyer all monies on deposit by Seller with said financial institution which are payable by said financial institution to Seller, regardless of any loss of interest, charge or penalty as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive a result of payment of, give receipt for and give discharges and releases of all or any of the Collateralbefore maturity; (iig) Endorse all checks and other forms of remittances received by Buyer “Pay to sign the name Order of Bay View Funding,” or in such other manner as Buyer may designate; (h) Pay, contest or settle any Grantor on any invoiceslien, schedules of Collateralcharge, freight encumbrance, security interest and adverse claim in or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (iiii) Grant extensions of time to sign pay, compromise claims and settle Receivables and the name like for less than face value and execute all releases and other documents in connection therewith; (j) Pay any sums required on account of Seller’s taxes or to secure the release of any Grantor on any notice to such Grantor’s Account Debtorsliens therefore, or both; (ivk) to sign the name of any Grantor on any proof of claim in bankruptcy against Account DebtorsSettle and adjust, and on notices of liengive releases of, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) any insurance claim that relates to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral and obtain payment therefore, and make all determinations and decisions with respect to any such policy of insurance and endorse Seller’s name on any check, draft, instrument or to enforce other item of payment or the proceeds of such policies of insurance; (l) Instruct any rights in respect accountant or other third party having custody or control of any Collateralbooks or records belonging to, or relating to, Seller to give Buyer the same rights of access and other rights with respect thereto as Buyer has under Section 6.2.9 of this Agreement; and (viiim) Take any action or pay any sum required of Seller pursuant to settlethis Agreement, compromiseand any other present or future agreements. Any and all sums paid and any and all costs expenses, compoundliabilities, adjust or defend any actions, suits or proceedings relating obligations and attorneys’ fees incurred by Buyer with respect to all the foregoing shall be added to and become part of the Obligations and shall be payable on demand. In no event shall Buyer’s rights under the foregoing power of attorney or any of the Collateral; (ix) Buyer’s other rights under this Agreement be deemed to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor indicate that Buyer is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any control of the Collateralbusiness, and to do all other acts and things reasonably necessary to carry out the purposes management of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner properties of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Seller.
Appears in 2 contracts
Samples: Factoring Agreement, Factoring Agreement (Stellar Acquisition III Inc.)
Power of Attorney. Each Grantor Borrower irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s Lender its true and lawful agent attorney, with powers of substitution, so long as there exists any Event of Default, at Lender’s option and attorney-in-factat Borrower’s expense, to demand, collect, receipt for and give renewals, extensions, discharges and releases of any assigned Collateral; to institute and prosecute legal or equitable proceedings to realize upon the assigned Collateral; to sell or compromise, compound or adjust claims with respect to any assigned Collateral or any legal proceedings brought in respect thereof; to do all acts and things which Lender may deem necessary to perfect and continue perfected the interests, pledges and other rights and interests created herein and therein and to protect the Collateral security hereunder or alluded to herein or therein, or in other instruments and documents including, but not limited to, the completion of any security agreements, UCC filings, assignments, pledges, documents, instruments, statements or agreements, and any renewals or extensions thereof, and the insertion of information or terms not inconsistent with the agreement of Lender and Borrower in such capacity those and/or other instruments and documents; generally to sell or reassign in whole or in part for cash, credit or property to others or to itself at any public or private sale any of the Administrative Agent shall have Collateral as fully and completely as though Lender was the rightabsolute owner thereof for all purposes and to apply all proceeds therefrom to a reduction of the Indebtedness of Borrower. Borrower further irrevocably appoints Lender its true and lawful attorney, with power of substitution for each Grantor and in each Grantor’s name or otherwisesubstitution, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at so long as there exists any time, whether or not a Default or Event of Default has occurredDefault, to take actions required control in any manner of any cash or non-cash items or payment or proceeds related to be taken by the Grantors under Section 2.1 Collateral; to endorse the name of this Agreement, (b) Borrower upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders orders, bills of lading, freight bills, chattel paper or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or that may come into Lxxxxx’s possession; and to enforce any rights in respect of any Collateral; (viii) apply all proceeds therefrom to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any a reduction of the Collateral; (ix) Indebtedness of Borrower. Lender may, whenever in its opinion either the market value or the actual value of the Collateral shall be or become unsatisfactory or insufficient to take all provide ample security, call for additional security, and Borrower agrees to deposit such action additional security within such time as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined specified in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)call.
Appears in 2 contracts
Samples: Construction Loan and Security Agreement (Worldwide Stages, Inc.), Construction Loan and Security Agreement (Worldwide Stages, Inc.)
Power of Attorney. Each Grantor The Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by Lender as the Administrative Agent) as such Grantor’s Borrower's true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of the Borrower but for the use and sole benefit of the Administrative Agent and the Secured PartiesLender, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under after DEMAND with respect to Obligations payable on DEMAND, to convert the Credit AgreementCollateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any portion or portions of the Inventory and other Collateral; to enforce collection of the Collateral; (ii) to sign , either in its own name or in the name of the Borrower, including, without limitation, executing releases, compromising or settling with any Grantor Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Lender shall designate to endorse the name of the Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of the Borrower on and to receive as secured party any invoicesof the Collateral, any invoices schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor the Borrower on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Debtors or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all such action as may sign and file or record on behalf of the Borrower any financing or other statement in order to perfect or protect the Lender's security interest. The Lender shall not be reasonably necessary obliged to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out the purposes of Borrower except for willful misconduct in bad faith. All powers conferred upon the Lender by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only Borrower to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) Lender shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)remain unpaid.
Appears in 2 contracts
Samples: Loan and Security Agreement (Fix Corp International Inc), Loan and Security Agreement (Fix Corp International Inc)
Power of Attorney. Each Grantor The Debtor hereby irrevocably makes, constitutes and appoints the Administrative Agent Secured Party (and all officers, employees or agents designated by acting through any officer of the Administrative AgentSecured Party) as such GrantorDebtor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor and in each Grantor’s name or otherwisesubstitution, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon following the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance continuation of an Event of Default or as otherwise permitted under Default. The rights and powers granted the Credit Agreement, Secured Party by this appointment include but are not limited to the right and power to: (i) prosecute, defend, compromise, or release any action relating to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) sign change of address forms to sign change the address to which the Debtor’s mail is to be sent to such address as the Secured Party shall designate; receive and open the Debtor’s mail; (iii) endorse the name of the relevant Debtor in favor of the Secured Party upon any Grantor on and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Debtor on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title respectively relating to any of the Collateral; (iiiiv) to sign the name of any Grantor the Debtor on any notice to such Grantorthe Debtor’s Account DebtorsDebtors or; (iv) to sign the Debtor’s name of any Grantor on any proof Proof of claim Claim in bankruptcy Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor the Debtor is a beneficiary; (xvi) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; the Debtor and (xivii) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal the Debtor. In connection with all or powers of attorney described above, the Debtor hereby grants unto the Secured Party (acting through any of the Collateral, and its officers) full power to do any and all other acts things necessary or appropriate in connection with the exercise of such powers as fully and things reasonably necessary effectually as the Debtor might or could do, hereby ratifying all that said attorney shall do or cause to carry out the purposes be done by virtue of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner . No power of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes attorney set forth above shall terminate when (a) be affected by any disability or incapacity suffered by the Commitments have expired Debtor and each shall survive the same. All powers conferred upon the Secured Party herein, being coupled with an interest, shall be irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Secured Party. Notwithstanding anything herein to the contrary, Debtor hereby appoints Secured Party its power of attorney to sign Debtor’s name on any documents necessary to perfect or been terminated, (b) continue the principal perfection of and any security interest on each Loan and regardless of whether an Event of Default has occurred until all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated satisfied in full and Liquidation has commenced and then only Secured Party is under no further obligation to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired make loans or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)advances hereunder.
Appears in 2 contracts
Samples: Security Agreement (Pet DRx CORP), Security Agreement (Pet DRx CORP)
Power of Attorney. Each Grantor irrevocably makes, constitutes Seller hereby appoints Purchaser and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) its designees as such Grantor’s Seller's true and lawful agent and attorney-in-attorney in fact, to exercise in Purchaser's discretion, and in such capacity the Administrative Agent shall have the right, with power regardless of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or an Event of Default has occurredis then existing, to take actions required to be taken by all of the Grantors under Section 2.1 of this Agreementfollowing powers, such powers being coupled with an interest: (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (iA) to take actions required notify all Account Debtors with respect to be taken by the Grantors under Section 5.1 of this Agreement, and Purchased Accounts to make payment directly to Purchaser; (iiB) to receive, endorsedeposit, assign and/or deliver any and endorse Seller's name on all notes, acceptances, checks, drafts, money orders or and other evidences forms of payment relating to the Collateral or any part thereofPurchased Accounts; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (iC) to demand, collect, receive payment ofreceive, give receipt for xxx and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of Account Debtor for the Collateral; (iii) to sign monies due or which may become due on or in connection with the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Purchased Accounts; (vD) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compoundprosecute, adjust or defend any actionsaction, suits claim, case, or proceedings proceeding relating to the Purchased Accounts, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Purchaser's name or any of the CollateralSeller's name, as Purchaser may elect; (ixE) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make compromise, or discharge any agreement Purchased Accounts; (F) to receive, open, redirect and dispose of all mail addressed to Seller for the purpose of collecting the Purchased Accounts and to take all the actions permitted in subsection (B) above with respect to any payments in any such mail; (G) to execute in the name of Seller and file against Seller in favor of Purchaser such financing statements and other agreements as Purchaser deems necessary to evidence or otherwise deal with all or any of perfect its security interest in the Purchased Accounts and the other Collateral, ; and (H) to do all other acts and things reasonably necessary to carry out or expedient, in furtherance of any such purposes. Upon the purposes occurrence of this Agreementan Event of Default, as fully and completely as though the Administrative Agent was the absolute owner all of the Collateral for all purposes; provided, however, that nothing herein contained power of attorney rights granted by Seller to Purchaser hereunder shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations applicable with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Collateral.
Appears in 2 contracts
Samples: Domestic Factoring Agreement (Southwall Technologies Inc /De/), Factoring Agreement (Southwall Technologies Inc /De/)
Power of Attorney. Each Grantor Borrower irrevocably makes, constitutes appoints Bank and appoints the Administrative Agent (its successors and all officers, employees or agents designated by the Administrative Agent) assigns as such Grantor’s Borrower's true and lawful agent and attorney-in-attorney in fact, and in such capacity the Administrative Agent shall have the rightauthorizes Bank, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any timeBorrower's sole expense, whether or not a Default or there has been an Event of Default has occurredand at any time the Minimum Cash Ratio is below 0.50 to 1.00, to take actions required (a) receive and open all mail addressed to be taken by Borrower for the Grantors under Section 2.1 purpose of this Agreement, collecting the Accounts; (b) upon endorse Borrower's name on any checks or other forms of payment on the occurrence Accounts; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and during the continuance assignments of a Cash Dominion Event or as otherwise permitted under the Credit AgreementAccounts, (i) to take actions required to be taken by the Grantors under Section 5.1 verifications of this AgreementAccounts, and notices to account debtors; (iid) to receive, endorse, assign and/or deliver execute on behalf of Borrower any and all notesinstruments, acceptancesdocuments, checksfinancing statements and the like to perfect Bank's interests in the Accounts and Collections; (e) to notify all account debtors with respect to the Accounts to pay Bank directly; (f) demand, draftscollect, money orders receive, xxx, and give releases to any account debtor for the monies due or other evidences of payment which may become due upon or with respect to the Accounts and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Collateral or any part thereofAccounts; and (cg) do all acts and things necessary or expedient, in furtherance of any such purposes. Furthermore, effective only upon the occurrence and during the continuance of an Event of Default Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as otherwise permitted under the Credit Agreement, Borrower’s true and lawful attorney to: (h) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make compromise, discharge or otherwise dispose the whole or any agreement part of the Collateral; (j) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (k) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (l) to file, in its sole discretion, one or otherwise deal with all more financing or continuation statements and amendments thereto, relative to any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent Bank as the agent Borrower’s attorney in fact, and attorney-in-fact each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated fully repaid and Liquidation has commenced performed and then only Bank’s obligation to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of provide Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Extensions hereunder is terminated.
Appears in 2 contracts
Samples: Loan and Security Agreement (Vertro, Inc.), Loan and Security Agreement (Vertro, Inc.)
Power of Attorney. Each Grantor (a) Subject to subsection (b) below, the Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent Agent, for the benefit of the holders of the Obligations, its attorney in fact, with full power of substitution, for and on behalf and in the name of the Borrower, to: (i) endorse and all officersdeliver to any Person any check, employees instrument or agents designated by other paper coming into the Collateral Agent's, the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral 's or any part thereof; Lender's possession and (c) upon the occurrence and during the continuance representing payment made in respect of an Event any Mortgage Note or Take-Out Commitment delivered hereunder or in respect of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the other Collateral; (ii) prepare, complete, execute, deliver and record any Assignment to sign the name Collateral Agent, the Administrative Agent or to any other Person of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title Mortgage relating to any of the Mortgage Note delivered hereunder as Mortgage Loan Collateral; (iii) endorse and deliver any Mortgage Note as Mortgage Loan Collateral arising as proceeds thereof, and do every other thing necessary or desirable to sign effect transfer of all or any part of the name Mortgage Loan Collateral to the Administrative Agent, for the benefit of the holders of the Obligations, or to any Grantor on any notice to such Grantor’s Account Debtorsother Person; (iv) take all necessary and appropriate action with respect to sign all Obligations and the name Mortgage Loan Collateral to be delivered to the Collateral Agent or the Administrative Agent or held by the Borrower in trust for the Administrative Agent for the benefit of any Grantor on any proof the holders of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the AccountsObligations; (v) commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to sign change any Take-Out Commitment or any other part of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designateMortgage Loan Collateral; and (vi) sign the Borrower's name wherever appropriate to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over effect the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes performance of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 2 contracts
Samples: Security Agreement (Pulte Homes Inc/Mi/), Collateral Agency Agreement (Pulte Homes Inc/Mi/)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Lender as such Grantor’s Borrower's true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of Borrower but for the use and sole benefit of the Administrative Agent and the Secured PartiesLender, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under after DEMAND with respect to Obligations payable on DEMAND, to convert the Credit AgreementCollateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral; (ii) to sign , either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Grantor Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of Borrower on and to receive as secured party any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor Borrower on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Debtors or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goodssign, if anynecessary, necessary and file or record on behalf of Borrower any financing or other statement in order to fulfill in whole perfect or in part protect the purchase order of any customer of any Grantor; (xi) Lender's security interest. The Lender shall not be obliged to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the purposes of Lender by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired Borrower or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only any guarantor or surety to the extent then due and payable) (other than contingent indemnity obligations with respect Lender shall remain unpaid or the Lender is obligated under this Agreement to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory extend any credit to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 2 contracts
Samples: Security Agreement (Trademark) (Truett-Hurst, Inc.), Security Agreement (Trademark) (Truett-Hurst, Inc.)
Power of Attorney. Each Grantor Entity Loan Party hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Bank as such GrantorEntity Loan Party’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of the Entity Loan Parties but for the use and sole benefit of the Administrative Agent and the Secured PartiesBank, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during of an Event of Default, to convert the continuance Collateral into cash, including, without limitation, completing the manufacture or processing of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementwork in process, and the sale (iieither public or private) of all or any portion or portions of the inventory and other Collateral; to use pursuant to a royalty free license all of such Entity Loan Party’s intellectual property; to enforce collection of the Collateral, either in its own name or in the name of such Entity Loan Party, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, endorse, assign and/or deliver open and dispose of all mail addressed to such Entity Loan Party and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to such Entity Loan Party to such address as the Bank shall designate; to endorse the name of such Entity Loan Party in favor of the Bank upon any and all notes, acceptances, checks, drafts, money orders orders, notes, acceptances or other evidences instruments of payment relating the same or different nature; to sign and endorse the Collateral or any part thereof; name of such Entity Loan Party on and (c) upon the occurrence and during the continuance of an Event of Default or to receive as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or secured party any of the Collateral; (ii) to sign the name of any Grantor on , any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor such Entity Loan Party on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Account Debtors or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goodssign, if anynecessary, necessary and file or record on behalf of such Entity Loan Party any financing or other statement in order to fulfill in whole perfect or in part protect the purchase order of any customer of any Grantor; (xi) Bank’s security interest. The Bank shall not be obliged to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if the Bank elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out such Entity Loan Party except for its own gross negligence or willful misconduct. All powers conferred upon the purposes of Bank by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired such Entity Loan Party or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only surety to the extent then due and payable) (other than contingent indemnity obligations with respect Bank shall remain unpaid or the Bank is obligated under this Agreement to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory extend any credit to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 2 contracts
Samples: Credit Agreement (1847 Holdings LLC), Loan and Security Agreement (Medallion Financial Corp)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes designates and appoints the Administrative Agent Lender (and all officers, employees or agents persons designated by the Administrative AgentLender) as such GrantorBorrower’s true and lawful agent and attorney-in-fact, and authorizes Lender, in such capacity the Administrative Agent shall have the rightBorrower’s or Lender’s name, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, to: (a) at any time, whether or not a Default or time an Event of Default has occurredoccurred and is continuing (i) demand payment on Accounts or other proceeds of Inventory or other Collateral, (ii) enforce payment of Accounts by legal proceedings or otherwise, (iii) exercise all of Borrower’s rights and remedies to collect any Account or other Collateral, (iv) sell or assign any Account upon such terms, for such amount and at such time or times as Lender deems advisable, (v) settle, adjust, compromise, extend or renew an Account, (vi) discharge and release any Account, (vii) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against an account debtor, (viii) notify the post office authorities to change the address for delivery of Borrower’s mail to an address designated by Lender, and open and dispose of all mail addressed to Borrower; provided, that, Borrower will be notified by Lender and Borrower, at its option, may be present at any time that Lender exercises its right to open mail as provided herein and Lender shall return any mail to Borrower which does not include a payment or other collection or otherwise relate to the Collateral, and (ix) do all acts and things which are necessary, in Lender’s determination, to take actions required to be taken by fulfill Borrower’s obligations under this Agreement and the Grantors under Section 2.1 of this Agreement, other Financing Agreements and (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, at any time to (i) to take actions required to be taken by the Grantors under Section 5.1 control in any manner of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences item of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit AgreementProceeds, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) have access to sign any lockbox or postal box into which Borrower’s mail is deposited, (iii) endorse Borrower’s name upon any items of payment relating to the Collateral or Proceeds thereof and deposit the same in Lender’s account for application to the Obligations, (iv) endorse Borrower’s name of upon any Grantor on any invoiceschattel paper, schedules of Collateraldocument, freight or express receiptsinstrument, invoice, or bills of lading storage receipts, warehouse receipts similar document or other documents of title agreement relating to any of the Account or any goods pertaining thereto or any other Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) sign Borrower’s name on any verification of Accounts and notices thereof to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; account debtors and (vi) to receive execute in Borrower’s name and open each Grantor’s mail, remove file any Proceeds of Collateral therefrom and turn over the balance of such mail either UCC financing statements or amendments thereto relating to the Lead Collateral. 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 a result of Lender’s own gross negligence or willful misconduct as determined pursuant to any trustee in bankruptcy or receiver a final non-appealable order of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)jurisdiction.
Appears in 2 contracts
Samples: Loan and Security Agreement (Vector Group LTD), Loan and Security Agreement (Vector Group LTD)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) Effective only upon the occurrence and during the continuance of an Event of Default Default, each Borrower irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as otherwise permitted such Borrower’s true and lawful attorney to:(a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) notify all account debtors with respect to the Accounts or any other debtors of a Borrower to pay Bank directly; (c) sign a Borrower’s name on any invoice or bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) make, settle, and adjust all claims under the Credit Agreement, and decisions with respect to a Borrower’s policies of insurance; (ie) to demand, collect, receive payment ofreceive, give receipt for sxx, and give discharges releases to any account debtor or other debtor of a Borrower for the monies due or which may become due upon or with respect to the Accounts and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoicescompromise, schedules of Collateral, freight or express receiptsprosecute, or bills of lading storage receiptsdefend any action, warehouse receipts claim, case or other documents of title proceeding relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (vf) to sign change of address forms to change settle and adjust disputes and claims respecting the address to accounts directly with account debtors, for amounts and upon terms which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably Bank determines to be the appropriate person to whom to so turn over such mailreasonable; (viig) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to compromise, discharge or otherwise deal with dispose of any Collateral; (h) receive and open all mail addressed to a Borrower for the purpose of collecting the Accounts; (i) endorse a Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (j) execute on behalf of a Borrower any and all instruments, documents, financing statements and the like to perfect Bank's interests in the Accounts and file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral, ; and to (k) do all other acts and things reasonably necessary to carry out the purposes or expedient, in furtherance of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all any such purposes; providedprovided however Bank may exercise such power of attorney with respect to any actions described in clause (j) above, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency regardless of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment whether an Event of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocableDefault has occurred. The appointment of the Administrative Agent Bank as the agent a Borrower’s attorney in fact, and attorney-in-fact each of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated fully repaid and Liquidation has commenced performed and then only Bank’s obligation to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of provide Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Extensions hereunder is terminated.
Appears in 2 contracts
Samples: Loan and Security Agreement (Journey Medical Corp), Loan and Security Agreement (Journey Medical Corp)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Lender as such GrantorBorrower’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of Borrower but for the use and sole benefit of Lender, upon the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or occurrence of an Event of Default which has occurrednot been cured or waived by Lender, to take actions required to be taken by convert the Grantors under Section 2.1 Collateral into cash, including, without limitation, completing the manufacture or processing of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementwork in process, and the sale (iieither public or private) of all or any portion or portions of the Collateral (subject to the notice and other terms provided in Section 6.2, above); to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Consumers and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, endorse, assign and/or deliver open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which Lender has a security interest; to notify applicable postal authorities to change the address for delivery of mail addressed to Borrower to such address as Lender shall designate; to endorse the name of Borrower in favor of Lender upon any and all notes, acceptances, checks, drafts, money orders orders, notes, acceptances or other evidences instruments of payment relating the same or different nature; to sign and endorse the Collateral or any part thereof; name of Borrower on and (c) upon the occurrence and during the continuance of an Event of Default or to receive as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or secured party any of the Collateral; (ii) to sign the name of any Grantor on , any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor Borrower on any notice of the Consumers or on verification of the Collateral; and to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtorssign, if necessary, and file or record on notices behalf of lienBorrower any financing or other statement in order to perfect or protect Xxxxxx’s security interest. Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, claims of mechanic’s liensbut if Lender elects to do any such act or exercise any such power, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to it shall not be sent to such address accountable for more than it actually receives as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance a result of such mail either exercise of power, and it shall not be entitled to collect more than an amount equal to the Lead then outstanding Obligations, and any sums received in excess of the then-outstanding Obligations shall be returned to Borrower, and it shall not be responsible to Borrower or to any trustee other party (and shall be and is hereby indemnified by Borrower against any such responsibility to any other party) except in bankruptcy or receiver of the event that Xxxxxx has been determined, with finality, by a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect jurisdiction, that Xxxxxx has committed gross negligence or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of willful misconduct. All powers conferred upon Lender by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above Borrower or any surety to Lender shall terminate when (a) the Commitments have expired remain unpaid or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of Lender are obligated under this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only Agreement to the extent then due and payable) (other than contingent indemnity obligations with respect extend any credit to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 2 contracts
Samples: Line of Credit Agreement (Star Alliance International Corp.), Line of Credit Agreement (Crown Electrokinetics Corp.)
Power of Attorney. Each Grantor irrevocably makes, constitutes Subject to the provisions of Section 5.11 of this Agreement regarding the handling of Business Proceedings and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-factExcluded Liabilities, and specifically referencing Section 5.8, Ceding Company does hereby appoint and name Reinsurer, acting through Reinsurer’s authorized officers and employees, as Ceding Company’s lawful attorney in such capacity fact with respect to the Administrative Agent shall have rights, duties, privileges and obligations of Ceding Company relating to the right, with power of substitution for each Grantor Reinsured Policies and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit AgreementOther Agreements, (i) to take actions required do any and all lawful acts that Ceding Company might have done with respect to be taken by the Grantors under Section 5.1 of this AgreementReinsured Policies and Other Agreements, and (ii) to receive, endorse, assign and/or deliver proceed by all lawful means (A) to perform any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted Ceding Company’s obligations under the Credit AgreementReinsured Policies and Other Agreements, (iB) to demandenforce any right and defend against any liability arising under the Reinsured Policies and Other Agreements, collect(C) to xxx or defend (in the name of Ceding Company, receive payment ofwhen necessary) any action arising under the Reinsured Policies and Other Agreements, give receipt (D) to collect any and all sums due or payable to Ceding Company under the Reinsured Policies and Other Agreements and to quit and release for same, (E) to collect any and give discharges all Premiums due or payable under the Reinsured Policies through any automatic charge authorizations or otherwise of persons who own or hold Reinsured Policies, (F) to sign (in Ceding Company’s name, when necessary) vouchers, receipts, releases and releases of all or other papers in connection with any of the Collateral; foregoing matters, (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ixG) to take all such action actions necessary, as may be reasonably determined, to maintain the Reinsured Policies in compliance with applicable laws and regulations, (H) to request rate changes for the Reinsured Policies, (I) to undertake the necessary to obtain the duties in connection with payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; Commissions in connection with the Reinsured Policies, (xJ) to repairestablish and maintain bank accounts in the name of Ceding Company and issue drafts and make deposits thereon for the purpose of performing the Administrative Services, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; and (xiK) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement do everything lawful in connection with respect to or otherwise deal with all or any the satisfaction of the Collateral, Reinsurer’s obligations and to do all other acts and things reasonably necessary to carry out the purposes exercise of its rights under this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 2 contracts
Samples: Indemnity Reinsurance Agreement (Protective Life Corp), Indemnity Reinsurance Agreement (Protective Life & Annuity Insurance Co)
Power of Attorney. Each Grantor irrevocably makesUpon the occurrence of a failure to ----------------- pay an Obligation when due and payable or upon the occurrence of a default hereunder, the Pledgor hereby appoints and constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by Trustee as the Administrative Agent) as such Grantor’s true and lawful agent and Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in such capacity the Administrative Agent shall have name of the right, with power of substitution for each Grantor and in each Grantor’s name Pledgor or otherwise, for from time to time in the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurredTrustee's discretion, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably execute any instrument that the Trustee may deem necessary or advisable to carry out accomplish the purposes of this Agreement, as fully including, without limitation, the following powers: (a) collection of proceeds of any Pledged Collateral; (b) conveyance of any item of Pledged Collateral to any purchaser thereof; (c) giving of any notices or recording of any Liens under Section 5 hereof; and completely as though (d) paying or discharging taxes or Liens levied or placed upon the Administrative Agent was Pledged Collateral and paying the absolute owner premiums under the QuickBird 2 Insurance, the legality or validity thereof and the amounts necessary to pay or discharge the same to be determined by the Trustee in its sole reasonable discretion, and such payments made by the Trustee to become part of the Obligations of the Pledgor to the Trustee, due and payable immediately upon demand. The Trustee's authority under this Section 7 shall include, without limitation, the authority to endorse and negotiate any checks or instruments representing proceeds of Pledged Collateral in the name of the Pledgor, execute and give receipt for any certificate of ownership or any document constituting Pledged Collateral, transfer title to any item of Pledged Collateral, sign the Pledgor's name on all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating financing statements (to the Administrative Agent extent permitted by applicable law) or any other Secured Party documents deemed necessary or appropriate by the Trustee to make preserve, protect or perfect the security interest in the Pledged Collateral and to file the same, prepare, file and sign the Pledgor's name on any inquiry as notice of Lien, and to take any other actions arising from or incident to the nature or sufficiency powers granted to the Trustee in this Agreement. This power of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above attorney is coupled with an interest and is irrevocableirrevocable by the Pledgor. The appointment Notwithstanding anything to the contrary stated herein, the Trustee has no duty or obligation to exercise any of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of powers stated in this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Section 7.
Appears in 2 contracts
Samples: Pledge Agreement (Earthwatch Inc), Pledge Agreement (Earthwatch Inc)
Power of Attorney. Each Grantor irrevocably makesIn addition to any other powers of attorney contained herein, constitutes and each Pledgor hereby appoints the Administrative Collateral Agent, its nominee, or any other person whom the Collateral Agent (and all officers, employees or agents designated by the Administrative Agent) may designate as such GrantorPledgor’s true and lawful agent and attorney-in-fact, with full power and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) authority upon the occurrence and during the continuance continuation of a Cash Dominion any Event or as otherwise permitted under the Credit Agreementof Default to ask, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementdemand, and (ii) to collect, receive, endorsereceipt for, assign and/or deliver xxx for, compound and give acquittance for any and all notessums or properties which may be or become due, acceptances, checks, drafts, money orders payable or other evidences distributable in respect of payment relating to the Collateral or any part thereof; , with full power to settle, adjust or compromise any claim thereunder or therefor as fully as such Pledgor could itself do, to endorse or sign the Pledgor’s name on any assignments, stock powers or other instruments of transfer and (c) upon on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security that may come into the occurrence Collateral Agent’s possession in connection with its exercise of remedies, and during the continuance on all documents of an Event of Default satisfaction, discharge or as otherwise permitted under the Credit Agreementreceipt required or requested in connection therewith, (i) and, in its discretion, to demandfile any claim or take any other action or proceeding, collect, receive payment of, give receipt for and give discharges and releases of all either in its own name or any of the Collateral; (ii) to sign in the name of any Grantor on any invoices, schedules of Collateral, freight or express receiptssuch Pledgor, or bills of lading storage receiptsotherwise, warehouse receipts which the Collateral Agent deems necessary or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on upon all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, or effect a transfer thereof, or which may be necessary or appropriate to protect and to do all other acts preserve the right, title, and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner interest of the Collateral Agent in and to such Collateral and the security intended to be afforded hereby. Each Pledgor hereby ratifies and approves all acts of any such attorney and agrees that neither the Collateral Agent nor any such attorney will be liable for any such acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct. The Collateral Agent may file one or more financing statements disclosing its security interest in all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment part of the Administrative Collateral without any Pledgor’s signature appearing thereon, and each Pledgor also hereby grants the Collateral Agent as the agent a power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf of such Pledgor without notice thereof to any Pledgor. The foregoing powers of attorney-in-fact of the Grantors for the purposes set forth above is , being coupled with an interest and is irrevocable. The appointment of interest, are irrevocable until the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Secured Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity indemnification and reimbursement obligations with respect to then unasserted claimsnot yet accrued and payable) shall have been paid in full, (c) fully satisfied and all Letters commitments of the Lenders to extend credit to or for the account of the Borrower under the Credit shall Agreement have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)otherwise terminated.
Appears in 2 contracts
Samples: Securities Pledge Agreement, Securities Pledge Agreement (NXT-Id, Inc.)
Power of Attorney. Each Grantor Borrower irrevocably makes, constitutes and appoints the Administrative Agent DFS (and all officers, employees or agents any Person designated by the Administrative Agentit) as such Grantor’s Borrower's true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, Attorney with full power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) to at any time, in the discretion of DFS (whether or not a Default or Event of Default has occurred, ) to: (a) endorse the name of Borrower upon any of the items of payment of proceeds of the Collateral and deposit the same in the account of DFS for application to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, Obligations; (b) upon sign the occurrence and during name of Borrower to verify the continuance accuracy of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofAccounts; and (c) sign the name of Borrower on any document or instrument that DFS shall deem necessary or appropriate to perfect and maintain perfected the security interests in the Collateral under this Agreement and other Loan Documents; (d) initiate and settle any insurance claim and endorse Borrower's name on any check, instrument or other item of payment; (e) endorse the name of Borrower upon the occurrence financing statements, instruments, Certificates of Title and during the continuance Statements of an Event of Default or as otherwise permitted under the Credit Agreement, (i) Origin pertaining to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (f) supply omitted information and correct errors in any documents between DFS and Borrower; and (g) do anything to preserve and protect the Collateral and DFS' rights and interest therein. In the event of a Default, Borrower irrevocably appoints DFS (and any Person designated by it) as Borrower's true and lawful Attorney with full power to at any time, in the discretion of DFS to: (i) demand payment, enforce payment and otherwise exercise all of Borrower's rights, and remedies with respect to the collection of any Accounts; (ii) to sign the name of settle, adjust, compromise, extend or renew any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the CollateralAccounts; (iii) settle, adjust or compromise any legal proceedings brought to sign the name of collect any Grantor on any notice to such Grantor’s Account DebtorsAccounts; (iv) to sign the name of sell or assign any Grantor on any proof of claim in bankruptcy against Account DebtorsAccounts upon such terms, for such amounts and on notices of lien, claims of mechanic’s liens, at such time or assignments or releases of mechanic’s liens securing the Accountstimes as DFS may deem advisable; (v) discharge and release any Accounts; (vi) prepare, file and sign Borrower's name on any Proof of Claim in Bankruptcy or similar document against any Account Debtor; (vii) endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading o similar document or agreement relating to sign change any Account or goods pertaining thereto; and (viii) take control in any manner of address forms any item of payments or proceeds and for such purpose to notify the Postal Authorities to change the address for delivery of mail addressed to which each Grantor’s mail is to be sent Borrower to such address as the Administrative Agent shall DFS may designate; (vi) to receive . This power of attorney is for value and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent irrevocable so long as the agent any Obligations remain outstanding and attorney-in-fact of the Grantors for the purposes set forth above by DFS exercising such right, DFS shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if not waive any right against Borrower until the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been are paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 2 contracts
Samples: Credit and Security Agreement (Pomeroy Computer Resources Inc), Credit and Security Agreement (Pomeroy Select Integration Solutions Inc)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) Effective only upon the occurrence and during the continuance of an Event of Default Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as otherwise permitted Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) receive and open all mail addressed to Borrower for the purpose of collecting the Accounts; (c) notify all account debtors with respect to the Accounts to pay Bank directly; (d) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (e) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (f) make, settle, and adjust all claims under the Credit Agreement, and decisions with respect to Borrower’s policies of insurance; (ig) to demand, collect, receive payment ofreceive, give receipt for xxx, and give discharges releases to any account debtor for the monies due or which may become due upon or with respect to the Accounts and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoicescompromise, schedules of Collateral, freight or express receiptsprosecute, or bills of lading storage receiptsdefend any action, warehouse receipts claim, case or other documents of title proceeding relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (vh) to sign change of address forms to change settle and adjust disputes and claims respecting the address to accounts directly with account debtors, for amounts and upon terms which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably Bank determines to be the appropriate person to whom to so turn over such mailreasonable; (viii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to compromise, discharge or otherwise deal with dispose of any Collateral; (j) execute on behalf of Borrower any and all instruments, documents, financing statements and the like to perfect Bank’s interests in the Accounts and file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral, ; and to (k) do all other acts and things reasonably necessary to carry out the purposes of this Agreementor expedient, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency in furtherance of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocablesuch purposes. The appointment of the Administrative Agent Bank as the agent Borrower’s attorney in fact, and attorney-in-fact each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated fully repaid and Liquidation has commenced performed and then only Bank’s obligation to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of provide Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Extensions hereunder is terminated.
Appears in 2 contracts
Samples: Loan and Security Agreement (Five9, Inc.), Loan and Security Agreement (Five9, Inc.)
Power of Attorney. Each Grantor irrevocably makesIn addition to the provisions in the preceding paragraph, constitutes Assignor does hereby constitute and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) appoint Company as such Grantor’s its true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, attorney with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorseopen and dispose of all mail addressed to Assignor; to endorse the name of Assignor upon all remittances payable to Assignor with respect to Accounts purchased hereunder; to sign and endorse the name of Assignor on any invoice, assign and/or deliver any and all notesassignment of Accounts sold, acceptancesclaims, request for payment, finance statements in favor of Company, checks, drafts, money orders and any other instrument or document which will facilitate payment of any Account purchased hereunder. Also, Company shall have the right to collect any default account balance owed to Company by Assignor by endorsing/signing the Assignor’s signature and draw funds directly from any bank account of the Assignor; contact and change any mailing address or payment method or routing information or wire transfer information from an Account Debtor, the State Comptroller, State treasurer, or any other debtor; open any U.S. mail or other evidences of payment correspondence believed to be negotiable instruments or other documents relating to the Collateral fee declarations or account. Company shall have the right to notify any part thereof; court or Account Debtor of the Assignors obligation and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or offset that obligation with any of Assignor’s accounts with said account Debtor. Assignor grants Company the Collateral; (ii) right to sign contact the name of State Comptroller, U.S. Treasury, any Grantor on any invoices, schedules of Collateral, freight government or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantorcivilian entity, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over Account Debtor, and obtain from such mail; (vii) to commence and prosecute party any and all suitsinformation said party may have about Assignor, actions either written or proceedings at law otherwise. Assignor shall hold Company and such party or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the CollateralAccount Debtor harmless, and to do all other acts shall indemnify Company and things reasonably necessary to carry out the purposes said Account Debtor, loss, damage, expense, costs or attorney fees associated with this power of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or noticeattorney. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above this power is coupled with an interest and is irrevocable. The appointment Assignor further grants Company, at the cost and expense of Assignor, the Administrative Agent as power of attorney to sign, file, and renew any UCC lien or other documents to protect Company and/or to give notice of Company’s lien on Assignor’s assets. Cost of any filings shall be the agent responsibility of Assignor, and attorney-in-fact of Assignor agrees to pay all such costs directly or the Grantors for cost shall be added to Assignor’s accounts and accrue interest at the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)contractual rate herein.
Appears in 2 contracts
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent Bank (and all officers, employees each of Bank’s designated officers or agents designated by the Administrative Agentemployees) as such GrantorBorrower’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, attorney to: (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon after the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreementof Default, (i) to take actions required to be taken by send requests for verification of Accounts, if any, included in the Grantors under Section 5.1 of this AgreementCollateral, and notify Account Debtors of Bank’s security interests and Liens in such Accounts, if any; (ii) to receive, endorse, assign and/or deliver endorse Borrower’s name on any and all notes, acceptances, checks, drafts, money orders checks or other evidences forms of payment or security relating to the Collateral that may come into Bank’s possession; (iii) sign Borrower’s name on any invoice or bxxx of lading relating to any part thereof; Account, drafts against Account Debtors, schedules and (c) upon the occurrence assignments of Accounts, verifications of Accounts, and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreementnotices to Account Debtors, (i) in each case relating to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect dispose of any Collateral; (viiiv) make, settle and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (vi) settle and adjust disputes and claims respecting the Accounts, if any included in the Collateral, directly with Account Debtors, for amounts and upon terms which Bank determines to be reasonable; (vii) transfer all or any part of the Collateral into the name of Bank or a third party to the extent permitted under the Code; (b) file, in its sole discretion, one or more financing or continuation statements and amendments thereto relative to any of the Collateral without the signature of Borrower where permitted by law, (c) to settleexecute and do all such assurances, compromiseacts and things which Borrower is required, compoundbut fails to do under the covenants and provisions of the Loan Documents; (d) to take any and all such actions as Bank may reasonably determine to be necessary or advisable for the purpose of maintaining, adjust preserving or defend any actions, suits or proceedings relating to all protecting the Collateral or any of the Collateralrights, remedies, powers or privileges of Bank under this Agreement or the other Loan Documents; (ixe) to take all modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower’s approval of or signature to such action modification by amending Exhibits A, B, and C, thereof, as may be reasonably appropriate, to include reference to any right, title or interest in any intellectual property acquired by Borrower or to delete any reference to any right, title or interest in any intellectual property in which Borrower no longer has or claims to have any right, title or interest, and (f) to sign Borrower’s name on any documents or Security Instruments necessary to obtain perfect or continue the payment perfection of, or maintain the priority of, Bank’s security interest in the Collateral. The appointment of any letter Bank as attorney in fact of credit and/or bankerBorrower, and each and every one of Bank’s acceptance rights and powers, being coupled with an interest, is irrevocable until all of which any Grantor is a beneficiary; (x) the Obligations have been fully repaid and performed, and all of Bank’s obligations to repair, manufacture, assemble, complete, package, deliver, alter provide Credit Extensions or supply goods, if any, necessary other financial accommodations to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all Borrower under this Agreement or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) Documents shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)terminated.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hubspot Inc), Loan and Security Agreement (Hubspot Inc)
Power of Attorney. Each Grantor hereby irrevocably makes, constitutes and appoints Secured Party or any other Person whom Secured Party may designate as the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and Grantor attorney-in-fact, with full power and authority in place and stead of such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each the name of such Grantor or in its own name to: (a) endorse such Grantor’s name or otherwiseon any checks, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checksmoney orders, drafts, money orders drafts or other evidences forms of payment or security that may come into Secured Party’s possession; (b) sign such Grantor’s name on any invoice or xxxx of lading relating to any Receivables, drafts against customers, schedules and assignments of Receivables, notices of assignment, financing statements and other public records, verifications of account and notices to or from Customers; (c) verify the Collateral validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (d) execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (e) do all things necessary to carry out this Agreement and all other Transaction Documents; (f) continue any insurance existing pursuant to the terms of this Agreement and pay all or any part of the premium therefor and the cost thereof; and (cg) notify the post office authorities to change the address for delivery of such Grantor’s mail to an address designated by Secured Party, and to receive, open and dispose of all mail addressed to such Grantor. Each Grantor hereby ratifies and approves all acts of the attorney. The powers conferred on Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Neither Secured Party nor the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as any Receivable which is assigned to Secured Party or in which Secured Party has a Security Interest remains unpaid and until the Obligations have been fully satisfied. Secured Party hereby agrees that it shall not exercise any of the rights conferred on it under this Article 5 until the occurrence and during the continuance continuation of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Default.
Appears in 2 contracts
Samples: Security Agreement (Cord Blood America, Inc.), Security Agreement (Cord Blood America, Inc.)
Power of Attorney. Each Grantor irrevocably makes(a) The Lenders hereby grant Servicer an irrevocable, constitutes special power of attorney, coupled with an interest, to perform all acts that Servicer is authorized to perform on behalf of the Lenders pursuant to this Agreement including, without limitation, the power to enforce the terms of the Loan Documents, to assume and appoints enter into contracts for the Administrative Agent (completion of the construction or renovation of the Improvements or any phase thereof, to take title to the Property as trustee or nominee for the Lenders, to cause title to the Property to be taken in the name of all Lenders as tenants in common or in the name of a corporation or partnership or limited liability company of which the Lenders shall constitute the shareholders or partners or members, to initiate legal action against any Lender who has failed to timely pay its share of loan servicing fees, property management fees or an Assessment when such amounts are due and all officersto manage, employees encumber and sell the Property. Without limiting the foregoing, Servicer is expressly authorized to do the following: execute requests for reconveyance, file notices of default, select a foreclosure agent, make demands, request substitutions of trustees, seek a receiver, publish and record notices of sale, file complaints, obtain judgments and deficiency judgments, seek relief from any stay of foreclosure proceedings or agents designated defend any litigation which seeks to restrain such foreclosure proceedings, accept reinstatements, bid at a foreclosure sale and otherwise conduct judicial or non-judicial foreclosure proceedings; file, prosecute and defend legal actions and otherwise enforce the terms of the Loan Documents; employ attorneys, accountants, appraisers, contractors and other third parties; obtain market studies and other reports; enter into forbearance and modification agreements, and enter into contracts for and execute documents in connection with the refinancing or sale of the Property, including the execution of deeds of trust or grant deeds. This power of attorney shall not be affected by subsequent incapacity of the principal. Additionally, this power of attorney is given by the Administrative Agent) Lender signing below to secure its performance of its obligations under this Agreement for the benefit of all of the other Lenders. The only event that will terminate this power of attorney is the termination of this Agreement as such Grantor’s true and lawful agent and attorney-in-factprovided in Paragraph 12 above. In the event Lender fails to timely pay his or her pro rata share of loan servicing fees, property management fees or an Assessment, Servicer is hereby authorized, either on its own behalf or on behalf of the other Lenders, to commence legal action against the delinquent Lender. Since the investment of all Lenders could be jeopardized by the inability of Servicer to perform its duties hereunder, including the taking of Protective Actions, due to the lack of funds, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance interest of a Cash Dominion Event or as otherwise permitted under quick determination, Lender and Servicer hereby waive the Credit Agreement, (i) right to take actions required to raise any other claims and counter-claims at said hearing. Said claims and counter-claims may be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver subject of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)subsequent action.
Appears in 2 contracts
Samples: Loan Servicing and Tenancy in Common Agreement, Loan Servicing and Tenancy in Common Agreement
Power of Attorney. Each Grantor The Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by Bank as the Administrative Agent) as such Grantor’s Borrower's true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of the Borrower but for the use and sole benefit of the Administrative Agent and Bank, upon the Secured Parties, (a) at any time, whether occurrence or not a Default or an Event of Default has occurredor altar DEMAND with respect to Obligations payable on DEMAND, to take actions required to be taken by convert the Grantors under Section 2.1 Collateral into cash, including, without limitation, completing the manufacture or processing of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementwork in process, and the sale (ii) either public or private)( of all or any portion or portions of the inventory and other Collateral; to enforce collection of Collateral, either in its own name or in the name of the Borrower, including without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, endorse, assign and/or deliver upon and dispose of all mail addressed to the Borrower and to make therefrom any remittances r proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Bank shall designate; to endorse the name of the Borrower in favor of the Bank upon any and all notes, acceptances, checks, drafts, money orders orders, notes acceptances or other evidences instruments of payment relating the same or different nature; to sign and endorse the Collateral or any part thereof; name of the Borrower on and (c) upon the occurrence and during the continuance of an Event of Default or to receive as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or secured party any of the Collateral; (ii) to sign the name of any Grantor on collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor the Borrower on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Debtors or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goodssign, if anynecessary, necessary and file or record on behalf of the Borrower any financing or other statement in order to fulfill in whole perfect or in part protect the purchase order of any customer of any Grantor; (xi) Bank's security interest. The Bank shall not be obliged to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if the Bank elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out the purposes of Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Bank by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired Borrower or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only any guarantor or surety to the extent then due and payable) (other than contingent indemnity obligations with respect Bank shall remain unpaid or the Bank is obligated under this Agreement to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory extend any credit to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Diversified Restaurant Holdings, Inc.), Loan and Security Agreement (Diversified Restaurant Holdings, Inc.)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Lender as such Grantor’s Borrower's true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of Borrower but for the use and sole benefit of the Administrative Agent and the Secured PartiesLender, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during of an Event of Default, to convert the continuance Collateral into cash, including, without limitation, completing the manufacture or processing of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementwork in process, and the sale (iieither public or private) of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, endorse, assign and/or deliver open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which Lender has a Security Interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as Lender shall designate; to endorse the name of Borrower in favor of Lender upon any and all notes, acceptances, checks, drafts, money orders orders, notes, acceptances or other evidences instruments of payment relating the same or different nature; to sign and endorse the Collateral or any part thereof; name of Borrower on and (c) upon the occurrence and during the continuance of an Event of Default or to receive as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or secured party any of the Collateral; (ii) to sign the name of any Grantor on , any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor Borrower on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Debtor Parties or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goodssign, if anynecessary, necessary and file or record on behalf of Borrower any financing or other statement in order to fulfill in whole perfect or in part the purchase order of any customer of any Grantor; (xi) protect Lender's Security Interest. Lender shall not be obliged to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out the purposes of Borrower except for its own gross negligence or willful misconduct. All powers conferred upon Lender by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to Lender shall remain unpaid or Lender is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of obligated under this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only Agreement to the extent then due and payable) (other than contingent indemnity obligations with respect extend any credit to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Natural Alternatives International Inc)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured other Credit Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Credit Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Credit Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 2 contracts
Samples: Security Agreement (GameStop Corp.), Security Agreement (GameStop Corp.)
Power of Attorney. Each Grantor (a) Subject to subsection (b) below, the Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent Agent, for the benefit of the holders of the Obligations, its attorney in fact, with full power of substitution, for and on behalf and in the name of the Borrower, to: (i) endorse and all officersdeliver to any Person any check, employees instrument or agents designated by other paper coming into the Collateral Agent's, the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral 's or any part thereof; Lender's possession and (c) upon the occurrence and during the continuance representing payment made in respect of an Event any Mortgage Note or Take-Out Commitment Document delivered hereunder or in respect of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the other Collateral; (ii) prepare, complete, execute, deliver and record any Assignment to sign be delivered to the name Collateral Agent, the Administrative Agent or to any other Person of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title Mortgage relating to any of the Mortgage Note delivered hereunder as Mortgage Loan Collateral; (iii) endorse and deliver any Mortgage Note as Mortgage Loan Collateral arising as proceeds thereof, and do every other thing necessary or desirable to sign effect transfer of all or any part of the name Mortgage Loan Collateral to the Administrative Agent, for the benefit of the holders of the Obligations, or to any Grantor on any notice to such Grantor’s Account Debtorsother Person; (iv) take all necessary and appropriate action with respect to sign all Obligations and the name Mortgage Loan Collateral to be delivered to the Collateral Agent or the Administrative Agent or held by the Borrower in trust for the Administrative Agent for the benefit of any Grantor on any proof the holders of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the AccountsObligations; (v) commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to sign change any Take-Out Commitment or any other part of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designateMortgage Loan Collateral; and (vi) sign the Borrower's name wherever appropriate to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over effect the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes performance of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 2 contracts
Samples: Collateral Agency Agreement (American Home Mortgage Investment Corp), Collateral Agency Agreement (American Home Mortgage Investment Corp)
Power of Attorney. Each Grantor The Company hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents one representative designated by the Administrative AgentMajority Purchasers (which such designated Person the Majority Purchasers may change upon written notice to the Company) as such Grantorthe Company’s true and lawful agent and attorney-in-fact, with full power and authority in place and stead of the Company and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and Company or in the Secured Partiesname of any Investor to, after the occurrence of an Event of Default: (a) at endorse the Company’s name on any timechecks, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checksmoney orders, drafts, money orders drafts or other evidences forms of payment or security that may come into an Investor’s possession; (b) sign the Company’s name on any invoice or xxxx of lading relating to any Receivables, drafts against customers, schedules and assignments of Receivables, notices of assignment, financing statements and other public records, verifications of account and notices to or from Customers; (c) verify the Collateral validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (d) execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (e) do all things necessary to carry out this Agreement; (f) continue any insurance existing pursuant to the terms of this Agreement and pay all or any part of the premium therefor and the cost thereof, and any such payment shall be added to the Obligations and bear interest at the rate then in effect under the Notes; and (cg) upon notify the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms post office authorities to change the address to which each Grantorfor delivery of the Company’s mail is to be sent to such an address as designated by the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the CollateralMajority Purchasers, and to do receive, open and dispose of all other mail addressed to the Company. The Company hereby ratifies and approves all acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the said attorney. The powers conferred on the Investors hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Neither the Investors nor the said attorney will be liable for all purposes; providedany acts or omissions or for any error of judgment or mistake of fact or law absent gross negligence or intentional misconduct. This power, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest interest, is irrevocable so long as any Receivable which is assigned to an Investor or in which an Investor has a Security Interest remains unpaid and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if until the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)fully satisfied.
Appears in 2 contracts
Samples: Security Agreement (Genaissance Pharmaceuticals Inc), Security Agreement (Genaissance Pharmaceuticals Inc)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Lender as such GrantorBorrower’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of Borrower but for the use and sole benefit of Lender, upon the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or occurrence of an Event of Default which has occurrednot been cured or waived by Lender, to take actions required to be taken by convert the Grantors under Section 2.1 Collateral into cash, including, without limitation, completing the manufacture or processing of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementwork in process, and the sale (iieither public or private) of all or any portion or portions of the Collateral (subject to the notice and other terms provided in Section 6.2, above); to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, endorse, assign and/or deliver open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which Lender has a security interest; to notify applicable postal authorities to change the address for delivery of mail addressed to Borrower to such address as Lender shall designate; to endorse the name of Borrower in favor of Lender upon any and all notes, acceptances, checks, drafts, money orders orders, notes, acceptances or other evidences instruments of payment relating the same or different nature; to sign and endorse the Collateral or any part thereof; name of Borrower on and (c) upon the occurrence and during the continuance of an Event of Default or to receive as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or secured party any of the Collateral; (ii) to sign the name of any Grantor on , any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor Borrower on any notice of the Account Debtors or on verification of the Collateral; and to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtorssign, if necessary, and file or record on notices behalf of lienBorrower any financing or other statement in order to perfect or protect Lender’s security interest. Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, claims of mechanic’s liensbut if Lender elects to do any such act or exercise any such power, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to it shall not be sent to such address accountable for more than it actually receives as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance a result of such mail either exercise of power, and it shall not be entitled to collect more than an amount equal to the Lead then outstanding Obligations, and any sums received in excess of the then-outstanding Obligations shall be returned to Borrower, and it shall not be responsible to Borrower or to any trustee other party (and shall be and is hereby indemnified by Borrower against any such responsibility to any other party) except in bankruptcy or receiver of the event that Lender has been determined, with finality, by a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect jurisdiction, that Lender has committed gross negligence or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of willful misconduct. All powers conferred upon Lender by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above Borrower or any surety to Lender shall terminate when (a) the Commitments have expired remain unpaid or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of Lender are obligated under this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only Agreement to the extent then due and payable) (other than contingent indemnity obligations with respect extend any credit to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Daybreak Oil & Gas, Inc.), Loan and Security Agreement (Daybreak Oil & Gas, Inc.)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Collateral Agent (and all officers, employees or agents designated by the Administrative Collateral Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Collateral Agent and the Secured other Credit Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 make any filing described in SECTION 2.01 of this Agreement, Agreement and such other documents as the Collateral Agent may deem reasonably necessary or desirable to protect or perfect the interest of the Collateral Agent in the Collateral (subject to the limitations and exceptions set forth herein or in any other Loan Document) and (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit AgreementDefault, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Collateral Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).;
Appears in 2 contracts
Samples: Credit Agreement (Quiksilver Inc), Security Agreement (Quiksilver Inc)
Power of Attorney. Each Grantor The Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by Bank as the Administrative Agent) as such Grantor’s Borrower's true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of the Borrower but for the use and sole benefit of the Administrative Agent and the Secured PartiesBank, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under after DEMAND with respect to Obligations payable on DEMAND, to convert the Credit AgreementCollateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral; (ii) to sign , either in its own name or in the name of the Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Grantor Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Bank shall designate; to endorse the name of the Borrower In favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of the Borrower on and to receive as secured party any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor the Borrower on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Debtors or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goodssign, if anynecessary, necessary and file or record on behalf of the Borrower any financing or other statement in order to fulfill in whole perfect or in part protect the purchase order of any customer of any Grantor; (xi) Bank's security interest. The Bank shall not be obliged to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if the Bank elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out the purposes of Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Bank by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired Borrower or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only any guarantor or surety to the extent then due and payable) (other than contingent indemnity obligations with respect Bank shall remain unpaid or the Bank Is obligated under this Agreement to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory extend any credit to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Diversified Restaurant Holdings, Inc.), Loan and Security Agreement (Diversified Restaurant Holdings, Inc.)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Lender as such Grantor’s Borrower's true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of such Borrower but for the use and sole benefit of the Administrative Agent and the Secured PartiesLender, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under after DEMAND with respect to Obligations payable on DEMAND, to convert the Credit AgreementCollateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any portion or portions of the Inventory and other Collateral; to enforce collection of the Collateral; (ii) to sign , either in its own name or in the name of such Borrower, including, without limitation, executing releases, compromising or settling with any Grantor Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to such Borrower to such address as the Lender shall designate; to endorse the name of such Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of such Borrower on and to receive as secured party any invoicesof the Collateral, any invoices schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor such Borrower on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Debtors or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all sign and file or record on behalf of such action as may Borrower any financing or other statement in order to perfect or protect the Lender's security interest. The Lender shall not be reasonably necessary obliged to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out the purposes of Borrowers except for willful misconduct in bad faith. All powers conferred upon the Lender by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only Borrowers to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) Lender shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)remain unpaid.
Appears in 2 contracts
Samples: Loan and Security Agreement (Fix Corp International Inc), Loan and Security Agreement (Fix Corp International Inc)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Lender as such GrantorBorrower’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of Borrower but for the use and sole benefit of the Administrative Agent and the Secured PartiesLender, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under after DEMAND with respect to Obligations payable on DEMAND, to convert the Credit AgreementCollateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral; (ii) to sign , either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Grantor Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of Borrower on and to receive as secured party any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor Borrower on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Debtors or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goodssign, if anynecessary, necessary and file or record on behalf of Borrower any financing or other statement in order to fulfill in whole perfect or in part protect the purchase order of any customer of any Grantor; (xi) Lender’s security interest. The Lender shall not be obliged to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the purposes of Lender by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired Borrower or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only any guarantor or surety to the extent then due and payable) (other than contingent indemnity obligations with respect Lender shall remain unpaid or the Lender is obligated under this Agreement to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory extend any credit to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Truett-Hurst, Inc.), Loan and Security Agreement (Truett-Hurst, Inc.)
Power of Attorney. Each Grantor irrevocably makesUpon the occurrence of a Default, constitutes the Debtor authorizes the Secured Party and appoints does hereby make, constitute and appoint the Administrative Agent (Secured Party, and all officersany officer or agent of the Secured Party, employees or agents designated by with full power of substitution, as the Administrative Agent) as such Grantor’s Debtor's true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the rightfact coupled with an interest, with power of substitution for each Grantor and power, in each Grantor’s its own name or otherwisein the name of Debtor, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event Default (subject, however, to the rights of any holders of superior liens or as otherwise permitted under security interests relating to the Credit Agreement, (iCollateral) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver endorse any and all notes, acceptances, checks, drafts, money orders orders, or other evidences instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral or any part thereofCollateral; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment ofreceipt for, give receipt compromise, settle and xxx for and give discharges and releases of all or any monies due in respect of the Collateral; (ii) and, generally, to sign do, at the name of Secured Party's option and at the Debtor's expense, at any Grantor on any invoices, schedules of Collateral, freight or express receiptstime, or bills from time to time, all acts and things which the Secured Party deems reasonably necessary to protect, preserve and realize upon the Collateral and the Secured Party's security interest therein in order to effect the intent of lading storage receipts, warehouse receipts this Agreement and of the Notes all as fully and effectually as the Debtor might or other documents could do; and the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of title relating to attorney shall be irrevocable for the term of this Agreement and thereafter as long as any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained Secured Obligations shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)outstanding.
Appears in 2 contracts
Samples: Security Agreement (Datametrics Corp), Security Agreement (Datametrics Corp)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) DIP Lender as such GrantorBorrower’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of Borrower but for the use and sole benefit of the Administrative Agent and the Secured PartiesDIP Lender, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance continuation of a Cash Dominion an Event of Default which has not been cured or as otherwise permitted under waived by DIP Lender, to convert the Credit AgreementCollateral into cash, (i) to take actions required to be taken by including, without limitation, completing the Grantors under Section 5.1 manufacture or processing of this Agreementwork in process, and the sale (iieither public or private) of all or any portion or portions of the Collateral (subject to the notice and other terms provided in Section 8.1, above); to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, endorse, assign and/or deliver open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which DIP Lender has a security interest; to notify applicable postal authorities to change the address for delivery of mail addressed to Borrower to such address as DIP Lender shall designate; to endorse the name of Borrower in favor of DIP Lender upon any and all notes, acceptances, checks, drafts, money orders orders, notes, acceptances or other evidences instruments of payment relating the same or different nature; to sign and endorse the Collateral or any part thereof; name of Borrower on and (c) upon the occurrence and during the continuance of an Event of Default or to receive as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or secured party any of the Collateral; (ii) to sign the name of any Grantor on , any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor Borrower on any notice of the Account Debtors or on verification of the Collateral; and to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtorssign, if necessary, and file or record on notices behalf of lienBorrower any financing or other statement in order to perfect or protect DIP Lender’s security interest. DIP Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, claims of mechanic’s liensbut if DIP Lender elects to do any such act or exercise any such power, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to it shall not be sent to such address accountable for more than it actually receives as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance a result of such mail either exercise of power, and it shall not be entitled to collect more than an amount equal to the Lead then outstanding Obligations, and any sums received in excess of the then-outstanding Obligations shall be returned to Borrower, and it shall not be responsible to Borrower or to any trustee other party (and shall be and is hereby indemnified by Borrower against any such responsibility to any other party) except in bankruptcy or receiver of the event that such DIP Lender has been determined, with finality, by a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect jurisdiction, that such DIP Lender has committed gross negligence or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of willful misconduct. All powers conferred upon DIP Lender by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above Borrower or any surety to DIP Lender shall terminate when (a) the Commitments have expired remain unpaid or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of DIP Lender are obligated under this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only Agreement to the extent then due and payable) (other than contingent indemnity obligations with respect extend any credit to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 2 contracts
Samples: Possession Loan and Security Agreement (Implant Sciences Corp), Possession Loan and Security Agreement (Implant Sciences Corp)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Lender as such Grantor’s its true and lawful agent and attorney-in-fact, coupled with an interest and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurredsubstitution, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver do any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon following after the occurrence and during the continuance of an Event of Default Default: to take control in any manner of any cash and noncash items of payment or as otherwise permitted under the Credit Agreement, (i) Proceeds of Collateral which come into Lender's possession; to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign endorse the name of any Grantor Borrower on any invoicesnotes, schedules of Collateralacceptances, freight or express receiptschecks, or bills of lading storage receiptsdrafts, warehouse receipts money orders, chattel paper or other documents evidences of title payment that may come into Lender's possession; to sign Borrower's name on any invoice or document relating to any of the Collateral; (iii) to sign the name of any Grantor , on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy drafts against Account Debtorscustomers, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing to customers; to notify the Accounts; (v) to sign change of address forms post office authorities to change the address for delivery of Borrower's mail to which each Grantor’s an address designated by Lender; to receive, open and process all mail is addressed to be sent to such address as the Administrative Agent shall designateBorrower; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to preserve or protect the Collateral and to otherwise carry out the purposes of this Agreement. Provided Lender acts in Good Faith, Borrower ratifies and approves all acts of such attorney, and neither Lender nor the attorney shall be liable for any acts or omissions nor for any error of judgment or mistake of fact or law absent gross negligence or willful misconduct by Lender. All checks or other forms of remittance so received by Lender shall be endorsed in such manner as Lender may designate. Borrower's signature or name, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; providedmay be appropriate, howevermay be inserted by Lender in longhand, that nothing herein contained in typewriting or by rubber stamp. Every such endorsement, however signed or made, shall be construed deemed to be the valid endorsement of Borrower. Borrower further hereby irrevocably appoints Lender as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood its true and agreed that the appointment of the Administrative Agent as the agent and lawful attorney-in-fact of the Grantors for the purposes set forth above is fact, coupled with an interest and is irrevocable. The appointment with power of the Administrative Agent as the agent and attorney-in-fact of the Grantors substitution, for the purposes set forth above shall terminate when (a) the Commitments have expired purpose, at any time or been terminatedtimes, (b) the principal of executing for Borrower, and interest on each Loan in Borrower's name, financing statements and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations amendments thereto with respect to then unasserted claims) shall have been paid in full, (c) all Letters any of Credit shall have expired or terminated (or been cash collateralized in the Collateral and filing any of the same. Borrower further agrees that a manner satisfactory to the applicable Issuing Banks) and (d) all Letter copy of Credit Outstandings have been reduced to zero (or cash collateralized in this Agreement may be filed as a manner satisfactory to the applicable Issuing Banks)financing statement.
Appears in 2 contracts
Samples: Convertible Loan and Security Agreement (Pacificorp /Or/), Convertible Loan and Security Agreement (Covol Technologies Inc)
Power of Attorney. Each Grantor irrevocably makesThe Debtor authorizes the Agent and does hereby make, constitutes constitute and appoints appoint the Administrative Agent (Agent, and all officersany officer or agent of the Agent, employees or agents designated by with full power of substitution, as the Administrative Agent) as such Grantor’s Debtors true and lawful agent and attorney-in-fact, and with power, in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s its own name or otherwise, for in the use and benefit name of the Administrative Agent and the Secured Parties, Debtor: (a) at to endorse any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders orders, or other evidences instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of t Agent; (b) to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral or any part thereofCollateral; and (c) upon to pay or discharge any taxes, liens, security interest or other encumbrances at any time levied or placed on or threatened against the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, Collateral; (id) to demand, collect, receive payment ofreceipt for, give receipt compromise, settle and xxx for and give discharges and releases of all or any monies due in respect of the Collateral; (iie) to sign receive, open and dispose of all mail addressed to the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating Debtor and to any of notify the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms Post Office authorities to change the address for delivery of mail addressed to which each Grantor’s mail is to be sent the Debtor to such address as the Administrative Agent shall may designate; and (vif) generally to receive do, at the Agents option and open each Grantor’s mailat the Debtors expense, remove at any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantortime, or other legal representative from time to time, all acts and things which the Agent deems necessary to protect, preserve and realize upon the Collateral and the Secured Parties security interest therein in order to effect the intent of a Grantor whom this Security Agreement and the Administrative Agent reasonably determines Credit Agreement, all as fully and effectually as the Debtor might or could do; and the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All acts of said attorney or designee are hereby ratified and approved and said attorney or designee shall not be liable for any acts of commission or omission, nor for any error or judgment or mistake of fact or law except for its own gross negligence or willful misconduct. This power of attorney shall be irrevocable for the appropriate person to whom to so turn over such mail; (vii) to commence term of this Security Agreement and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or thereafter as long as any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained Obligations shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)outstanding.
Appears in 2 contracts
Samples: Security Agreement (Futurebiotics Inc), Security Agreement (PDK Labs Inc)
Power of Attorney. Each Grantor irrevocably makesBorrower hereby reaffirms its irrevocable appointment of the Agent, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful its agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor substitution, having full power and authority, in each Grantor’s its own name, in the name of any Lender(s), in the name of any Borrower or otherwise, for otherwise (but at the use cost and benefit expense of the Administrative Agent Borrowers and the Secured Parties, (a) at without notice to any time, whether or not a Default or Event of Default has occurredBorrower), to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) upon an Event of Default, notify Account Debtors obligated on any of the Receivables to take actions required make payments thereon directly to be taken by the Grantors under lockbox referenced in Section 5.1 11.2 of this Agreement, and (ii) to receivetake control of the cash and non-cash proceeds of any such Receivables, endorse, assign and/or deliver which right the Agent may exercise at any and all notes, acceptances, checks, drafts, money orders time whether or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of not an Event of Default shall have occurred and be continuing hereunder or was theretofore making collections thereon; (ii) upon an Event of Default, compromise, extend or renew any of the Collateral constituting Receivables or deal with any of the Collateral as otherwise permitted under the Credit AgreementAgent may deem advisable; (iii) upon an Event of Default, (i) to demandrelease its interest in, collectmake exchanges or substitutions for and/or surrender, receive payment of, give receipt for and give discharges and releases of all or any part of any Borrower’s interest in all or any part of the Collateral; (iiiv) to sign the name upon an Event of Default, remove from any Grantor on any invoicesBorrower’s place(s) of business all books, schedules of Collateralrecords, freight or express receiptsledger sheets, or bills of lading storage receiptscorrespondence, warehouse receipts or other invoices and documents of title relating to or evidencing any of the Collateral; (iii) , or without cost or expense to sign the name Agent, make such use of any Grantor on any notice to such GrantorBorrower’s Account Debtors; (ivplace(s) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action business as may be reasonably necessary to obtain administer, control and/or collect the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiaryCollateral; (xv) to upon an Event of Default, repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any GrantorAccount Debtor; (xivi) demand, collect receipt for and upon an Event of Default, and give renewals, extensions, discharges and releases of all or any part of the Collateral; (vii) upon an Event of Default, institute and prosecute legal and equitable proceedings to useenforce collection of, license or transfer realize upon, all or any part of the Collateral; (viii) upon an Event of Default, settle, renew, extend, compromise, compound, exchange or adjust claims with respect to all General Intangibles or any part of the Collateral or any Grantorlegal proceedings brought with respect thereto; and (xiiix) upon an Event of Default, receive and open all mail addressed to useany Borrower (other than mail sent to the Lockbox which may be received and opened in the ordinary course of Lockbox procedures irrespective of whether any Event of Default has occurred), selland if an Event of Default exists hereunder, assignnotify the Post Office authorities to change the address for the delivery of mail to any Borrower to such address as the Agent may designate; it being understood that the rights granted to the Agent in this clause (ix), transferwhich are operative on the occurrence of an Event of Default, pledgeshall not in any way limit or impair the other rights provided to the Agent and/or Lenders in this Agreement or any other Loan Document, make any agreement including, without limitation, their rights with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; providedAccount and the below-referenced lockbox. Furthermore, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the each Borrower hereby reaffirms its irrevocable appointment of the Administrative Agent Agent, as the its agent and attorney-in-fact fact, with power of substitution, having full power and authority, in its own name, in the name of any Lender(s), in the name of any Borrower or otherwise (but at the cost and expense of the Grantors for Borrowers and without notice to any Borrower) and regardless of whether an Event of Default has occurred or any act, event or condition which with notice or the purposes set forth above is coupled with lapse of time, or both, would constitute an interest and is irrevocable. The appointment Event of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when Default has occurred, to (a) file financing statements and continuation statements covering the Commitments have expired or been terminated, Collateral and execute the same on behalf of any Borrower; (b) charge against any banking account of any Borrower any item of payment credited to any Borrower’s account which is dishonored by the principal drawee or maker thereof; and/or (iii) endorse the name of and interest on each Loan and all fees and other Obligations (which for purposes any Borrower upon any items of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only payment relating to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid Collateral or upon any proof of claim in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)bankruptcy against any Account Debtor.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (ICF International, Inc.), Business Loan and Security Agreement (ICF International, Inc.)
Power of Attorney. Each Grantor irrevocably makesBorrower hereby appoints Agent, constitutes and appoints its agents and designees, the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent agents and attorneyattorneys-in-fact, and in fact of such capacity the Administrative Agent shall have the rightBorrower, with full power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Partiessubstitution, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (bi) upon the occurrence and during the continuance of a Cash Dominion an Event or as otherwise permitted under of Default, upon prior written notice to Borrowers, receive, open and dispose of all mail addressed to such Borrower relating to the Credit AgreementCollateral, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) during the continuance of an Event of Default, upon prior written notice to receiveBorrowers, endorsenotify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, assign and/or deliver to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any and all notes, checks, acceptances, checks, drafts, money orders or other evidences instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to the Collateral or any part thereof; and such Collateral, (ciii) upon the occurrence and during the continuance of an Event of Default Default, upon prior or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any contemporaneous written notice to Borrowers, send notices to such Grantor’s Account Debtors; Contract Debtors or account debtors, and (iv) to sign during the name continuance of any Grantor on any proof an Event of claim in bankruptcy against Account DebtorsDefault, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute do any and all suits, actions other things necessary or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary proper to carry out the purposes intent of this Agreement; and (b) at all times, as fully to do any and completely as though all other things necessary or proper to perfect and protect the Administrative Liens and rights of Agent was the absolute owner of the Collateral for all purposes; provided, however, and Lenders created under this Agreement. Each Borrower agrees that nothing herein contained shall be construed as requiring or obligating the Administrative neither Agent or any other Secured Party to make Lender nor any inquiry as to the nature of its agents, designees or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorneyattorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Grantors for the purposes set forth above is Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and is irrevocableshall be irrevocable during the term hereof. The appointment Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Administrative Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)may determine.
Appears in 2 contracts
Samples: Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon Upon the occurrence and during the continuance of any Event of Default, without limiting Silicon’s other rights and remedies, Borrower grants to Silicon an irrevocable power of attorney coupled with an interest, authorizing and permitting Silicon (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrower, and at Borrower’s expense, to do any or all of the following, in Borrower’s name or otherwise, but Silicon agrees that if it exercises any right hereunder, it will do so in good faith and in a Cash Dominion Event commercially reasonable manner: (a) Execute on behalf of Borrower any documents that Silicon may, in its good faith business judgment, deem advisable in order to perfect and maintain Silicon’s security interest in the Collateral, or as otherwise permitted in order to exercise a right of Borrower or Silicon, or in order to fully consummate all the transactions contemplated under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and all other Loan Documents; (iib) Execute on behalf of Borrower, any invoices relating to receiveany Account, endorseany draft against any Account Debtor and any notice to any Account Debtor, assign and/or deliver any and all notesproof of claim in bankruptcy, acceptancesany Notice of Lien, checksclaim of mechanic’s, drafts, money orders materialman’s or other evidences lien, or assignment or satisfaction of payment relating to the Collateral mechanic’s, materialman’s or any part thereofother lien; and (c) upon the occurrence and during the continuance Take control in any manner of an Event any cash or non-cash items of Default payment or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases proceeds of all or any of the Collateral; (ii) to sign endorse the name of Borrower upon any Grantor on any invoices, schedules of Collateral, freight or express receiptsinstruments, or bills documents, evidence of lading storage receiptspayment or Collateral that may come into Silicon’s possession; (d) Endorse all checks and other forms of remittances received by Silicon; (e) Pay, warehouse receipts contest or other documents of title relating settle any lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (iiif) Grant extensions of time to sign pay, compromise claims and settle Accounts and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (g) Pay any sums required on account of Borrower’s taxes or to secure the name release of any Grantor on any notice to such Grantor’s Account Debtorsliens therefor, or both; (ivh) to sign the name of any Grantor on any proof of claim in bankruptcy against Account DebtorsSettle and adjust, and on notices of liengive releases of, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) any insurance claim that relates to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral and obtain payment therefor; (i) Instruct any third party having custody or to enforce any rights in respect control of any Collateralbooks or records belonging to, or relating to, Borrower to give Silicon the same rights of access and other rights with respect thereto as Silicon has under this Agreement; and (viiij) Take any action or pay any sum required of Borrower pursuant to settlethis Agreement and any other Loan Documents. Any and all reasonable sums paid and any and all reasonable costs, compromiseexpenses, compoundliabilities, adjust or defend obligations and attorneys’ fees incurred by Silicon with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any actions, suits or proceedings relating to all of the Obligations. In no event shall Silicon’s rights under the foregoing power of attorney or any of the Collateral; (ix) Silicon’s other rights under this Agreement be deemed to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor indicate that Silicon is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any control of the Collateralbusiness, and to do all management or properties of Borrower. The foregoing power of attorney shall expire upon payment in full of the Obligations (other acts and things reasonably necessary to carry out than for inchoate indemnity obligations which survive the purposes termination of this Agreement, as fully ) and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes termination of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 2 contracts
Samples: Security Agreement (Endocardial Solutions Inc), Security Agreement (Endocardial Solutions Inc)
Power of Attorney. Each Grantor The Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (Bank and all officers, employees or agents designated by the Administrative Agent) as such GrantorBank’s designees from time to time its true and lawful agent and attorneyattorneys-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit premises upon the occurrence of the Administrative Agent and the Secured Parties, a Default (a) at any timeto demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose or realize upon the Collateral in such manner as the Bank may determine, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, Collateral is then due; (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorseopen, assign and/or deliver any and all dispose of mail addressed to the Borrower; (c) to endorse notes, acceptances, checks, drafts, money orders orders, Documents or other evidences of payment payment, shipment or storage or any form of Collateral on behalf of and in the name of the Borrower; (d) to sign and send on behalf of the Borrower any invoice or xxxx of lading relating to the Collateral or any part thereof; Account, on drafts against customers, on schedules and (c) upon the occurrence assignments of Accounts, on notices of assignment, financing statements and during the continuance other public records, on verifications of an Event of Default or as otherwise permitted under the Credit Agreement, (i) Accounts and on notices to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateralcustomers; (iie) to sign the Borrower’s name to the proofs of claim against any Grantor Account Debtor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any behalf of the CollateralBorrower; (iiif) to sign notify the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms post office authorities to change the address to which each Grantorfor delivery of the Borrower’s mail is to be sent to such an address as designated by the Administrative Agent shall designateBank; (vig) to receive endorse Borrower’s name on all applications, documents, papers, certificates and open each Grantor’s mailinstruments necessary or expedient for the Bank to use the Intellectual Property, remove or necessary or expedient to grant or issue any Proceeds exclusive or nonexclusive license under the Intellectual Property to anyone else, or necessary or expedient for the Bank to assign, pledge, convey or otherwise transfer title in, or dispose of, the Intellectual Property to anyone else, for the purpose of Collateral therefrom and turn over the balance of such mail either recording, registering, filing or accomplishing any other formula with respect to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any GrantorIntellectual Property; and (xiih) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out this Security Agreement. The Borrower hereby ratifies and approves all acts of such attorneys. Neither the purposes Bank nor any attorney will be liable for any acts or omissions nor for any error of this Agreementjudgment or mistake of fact or law, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; providedabsent gross negligence, howeverbad faith or wilful misconduct. This power, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and interest, is irrevocableirrevocable until the Liabilities have been fully satisfied. The appointment Notwithstanding anything herein to the contrary, no attorney acting pursuant to this Section 9.5 shall have any authority to confess judgment on behalf of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 2 contracts
Samples: General Security Agreement (Bioanalytical Systems Inc), General Security Agreement (Bioanalytical Systems Inc)
Power of Attorney. Each Grantor irrevocably makesThe Debtor authorizes the Agent and does hereby make, constitutes constitute and appoints appoint the Administrative Agent (Agent, and all officersany officer or agent of the Agent, employees or agents designated by with full power of substitution, as the Administrative Agent) as such Grantor’s Debtors true and lawful agent and attorney-in-fact, and with power, in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s its own name or otherwise, for in the use and benefit name of the Administrative Agent and the Secured Parties, Debtor: (a) at to endorse any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders orders, or other evidences instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of t Agent; (b) to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral or any part thereofCollateral; and (c) upon to pay or discharge any taxes, liens, security interest or other encumbrances at any time levied or placed on or threatened against the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, Collateral; (id) to demand, collect, receive payment ofreceipt for, give receipt compromise, settle and xxx for and give discharges and releases of all or any monies due in respect of the Collateral; (iie) to sign receive, open and dispose of all mail addressed to the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating Debtor and to any of notify the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms Post Office authorities to change the address for delivery of mail addressed to which each Grantor’s mail is to be sent the Debtor to such address as the Administrative Agent shall may designate; and (vif) generally to receive do, at the Agents option and open each Grantor’s mailat the Debtors expense, remove at any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantortime, or other legal representative from time to time, all acts and things which the Agent deems necessary to protect, preserve and realize upon the Collateral and the Secured Parties security interest therein in order to effect the intent of a Grantor whom this Security Agreement, the Administrative Agent reasonably determines Guaranty and the Credit Agreement, all as fully and effectually as the Debtor might or could do; and the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All acts of said attorney or designee are hereby ratified and approved and said attorney or designee shall not be liable for any acts of commission or omission, nor for any error or judgment or mistake of fact or law except for its own gross negligence or willful misconduct. This power of attorney shall be irrevocable for the appropriate person to whom to so turn over such mail; (vii) to commence term of this Security Agreement and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or thereafter as long as any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained Obligations shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)outstanding.
Appears in 2 contracts
Samples: Security Agreement (Futurebiotics Inc), Security Agreement (PDK Labs Inc)
Power of Attorney. Each Grantor of the officers of FGI is hereby irrevocably makesmade, constitutes constituted and appoints appointed the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, attorney for Seller (without requiring any of them to act as such) with full power of substitution for each Grantor and in each Grantor’s name or otherwise, for to do the use and benefit of the Administrative Agent and the Secured Parties, following: (a) at any time, whether or not a Default or Event endorse the name of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) Seller upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders and other instruments for the payment of monies that are payable to Seller and constitute collections on Seller’s Accounts or proceeds of other Collateral including checks or other evidences payment instruments received by FGI pursuant to this Agreement; (b) execute and/or file in the name of payment relating Seller any financing statements, schedules, assignments, instruments, documents and statements that Seller is obligated to give FGI hereunder or is necessary to perfect (or continue or evidence the Collateral perfection of such security interest or any part thereofLien) FGI’s security interest or Lien in the Collateral; and (c) upon the occurrence receive, open and dispose of any mail addressed to Seller and put FGI’s address on any statements mailed to Account Debtors; (d) pay, settle, compromise, prosecute or defend any action, claim, conditional waiver and release, or proceeding relating to Purchased Accounts or Collateral; (e) during the continuance of an Event of Default or as otherwise permitted under the Credit AgreementDefault, (i) to demandnotify, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign in the name of any Grantor on any invoicesthe Seller, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms U.S. Post Office to change the address for delivery of mail addressed to which each Grantor’s mail is to be sent Seller to such address as the Administrative Agent FGI may designate, however, FGI shall designateturn over to Seller all such mail not relating to Purchased Accounts or Collateral; (vif) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or effect debits to any trustee in bankruptcy or receiver of a Grantor, demand deposit or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all deposit account that Seller or any Guarantor maintains at any bank for any sums due to or from the Seller under this Agreement and (g) during the continuance of an Event of Default, do such other and further acts and deeds in the Collateral name of Seller that FGI may reasonably deem necessary or desirable to enforce any rights in respect of any Account or other Collateral; (viii) . The powers and authority granted to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing FGI herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is are coupled with an interest and are irrevocable until this Agreement is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan terminated and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)are fully satisfied.
Appears in 2 contracts
Samples: Accounts and Security Agreement, Sale of Accounts and Security Agreement (Intercloud Systems, Inc.)
Power of Attorney. Each Grantor irrevocably makes, constitutes and Pledgor hereby appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Secured Party as such GrantorXxxxxxx’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for substitution, which appointment is irrevocable and coupled with an interest, to do each Grantor and of the following in each Grantor’s the name of such Pledgor or in the name of the Secured Party or otherwise, for the use and benefit of the Administrative Agent Secured Party, but at the cost and expense of the Secured PartiesPledgors, (a) at any time, whether or not a Default or Event of Default has occurred, and without notice to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, Pledgors: (i) notify the Issuers and other Persons obligated to take actions required make payments in respect of any of the Pledged Collateral to be taken by make payments of Dividends, distributions, principal, interest, or other amounts in respect of the Grantors under Section 5.1 of this Agreement, and Pledged Collateral directly to the Secured Party; (ii) take control of the cash and non-cash Proceeds of any of the Pledged Collateral; (iii) renew, extend or compromise any of the Pledged Collateral or deal with the same as the Secured Party may deem advisable; (iv) release, exchange, convert, substitute, or surrender all or any part of the Pledged Collateral; (v) remove from any Pledgor’s places of business any or all of such Pledgor’s books and records relating to receivethe Pledged Collateral without cost or expense to the Secured Party; (vi) make such use of any Pledgor’s places of business as may be reasonably necessary to administer, endorsecontrol and collect the Pledged Collateral; (vii) demand, assign and/or deliver collect, give receipt for, and give renewals, extensions, discharges and releases of any of the Pledged Collateral; (viii) institute and all notesprosecute legal and equitable proceedings to enforce collection of, acceptancesor realize upon, checksany of the Pledged Collateral; (ix) settle, draftsrenew, money orders extend, compromise, compound, exchange or adjust claims with respect to any of the Pledged Collateral or any legal proceedings brought with respect thereto; (x) indorse the name of any Pledgor upon any bank check or other evidences item of payment relating to the Pledged Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit AgreementDividend, (i) to demanddistribution, collectprincipal, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receiptsinterest, or bills of lading storage receiptsother amount, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on upon any proof of claim in bankruptcy against any Account Debtors, Debtor or any Person obligated to pay a Promissory Note or other Instrument; and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing (xi) receive and open all mail addressed to any Pledgor and notify the Accounts; (v) to sign change of address forms postal authorities to change the address for the delivery of mail to which each Grantor’s mail is to be sent any Pledgor to such address as the Administrative Agent Secured Party may designate. The Secured Party agrees that it shall designate; (vi) to receive not exercise any power or authority granted under this power of attorney unless a Default has occurred and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over then only during the balance pendency of such mail either Default thereafter. The power of attorney given to the Lead Borrower or Secured Party in this Section 2.06 is in addition to any trustee other power of attorney that may be granted to the Secured Party under this Agreement or any other Transaction Document. Neither the Secured Party nor any of the Secured Party’s affiliates, owners, directors, managers, officers, employees, agents or representatives shall be responsible or liable to any Pledgor for any act or failure to act under any power of attorney or otherwise, except in bankruptcy respect of damages attributable solely to its or receiver of their own gross negligence or willful misconduct as finally determined by a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect jurisdiction, nor shall they be responsible or otherwise realize on all liable for any indirect, special, consequential, exemplary or any of the Collateral or to enforce any rights in respect punitive damages of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)kind.
Appears in 2 contracts
Samples: Pledge Agreement (AGBA Group Holding Ltd.), Pledge Agreement (AGBA Group Holding Ltd.)
Power of Attorney. Each Grantor irrevocably makes, constitutes and Pledgor hereby appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Secured Party as such GrantorXxxxxxx’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for substitution, which appointment is irrevocable and coupled with an interest, to do each Grantor and of the following in each Grantor’s the name of such Pledgor or in the name of the Secured Party or otherwise, for the use and benefit of the Administrative Agent Secured Party, but at the cost and expense of the Secured PartiesPledgors, (a) at any time, whether or not a Default or Event of Default has occurred, and without notice to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, Pledgors: (i) notify the debtors and other Persons obligated to take actions required make payments in respect of any of the Pledged Collateral to be taken by make payments of principal, interest, or other amounts in respect of the Grantors under Section 5.1 of this Agreement, and Pledged Collateral directly to the Secured Party; (ii) take control of the cash and non-cash Proceeds of any of the Pledged Collateral; (iii) renew, extend or compromise any of the Pledged Collateral or deal with the same as the Secured Party may deem advisable; (iv) release, exchange, convert, substitute, or surrender all or any part of the Pledged Collateral; (v) remove from any Pledgor’s places of business any or all of such Pledgor’s books and records relating to receivethe Pledged Collateral without cost or expense to the Secured Party; (vi) make such use of any Pledgor’s places of business as may be reasonably necessary to administer, endorsecontrol and collect the Pledged Collateral; (vii) demand, assign and/or deliver collect, give receipt for, and give renewals, extensions, discharges and releases of any of the Pledged Collateral; (viii) institute and all notesprosecute legal and equitable proceedings to enforce collection of, acceptancesor realize upon, checksany of the Pledged Collateral; (ix) settle, draftsrenew, money orders extend, compromise, compound, exchange or adjust claims with respect to any of the Pledged Collateral or any legal proceedings brought with respect thereto; (x) indorse the name of any Pledgor upon any bank check or other evidences item of payment relating to the Pledged Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreementprincipal, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receiptsinterest, or bills of lading storage receiptsother amount, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on upon any proof of claim in bankruptcy against any Account Debtors, Debtor or any Person obligated to pay a Promissory Note or other Instrument; and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing (xi) receive and open all mail addressed to any Pledgor and notify the Accounts; (v) to sign change of address forms postal authorities to change the address for the delivery of mail to which each Grantor’s mail is to be sent any Pledgor to such address as the Administrative Agent Secured Party may designate. The Secured Party agrees that it shall designate; (vi) to receive not exercise any power or authority granted under this power of attorney unless a Default has occurred and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over then only during the balance pendency of such mail either Default thereafter. The power of attorney given to the Lead Borrower or Secured Party in this Section 2.06 is in addition to any trustee other power of attorney that may be granted to the Secured Party under this Agreement or any other Transaction Document. Neither the Secured Party nor any of the Secured Party’s affiliates, owners, directors, managers, officers, employees, agents or representatives shall be responsible or liable to any Pledgor for any act or failure to act under any power of attorney or otherwise, except in bankruptcy respect of damages attributable solely to its or receiver of their own gross negligence or willful misconduct as finally determined by a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect jurisdiction, nor shall they be responsible or otherwise realize on all liable for any indirect, special, consequential, exemplary or any of the Collateral or to enforce any rights in respect punitive damages of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)kind.
Appears in 2 contracts
Samples: Pledge Agreement (AGBA Group Holding Ltd.), Pledge Agreement (AGBA Group Holding Ltd.)
Power of Attorney. Each Grantor In order to permit Lender to exercise the rights and remedies set forth herein, Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Lender as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and its attorney-in-fact and agent with full power of substitution, in the name of Lender or in the name of Borrower, to perform any of the Grantors following acts upon the occurrence of a Borrower Event of Default, subject to all mandatory provisions of law, including without limitation, the Gaming Laws: (i) receive, open and examine all mail addressed to Borrower and retain any such mail relating to the Collateral and return to Borrower only that mail which is not so related; (ii) endorse the name of Borrower on any checks or other instruments or evidences of payment or other documents, drafts, or instruments arising in connection with or pertaining to the Collateral, to the extent that any such items come into the possession of Lender; (iii) compromise, prosecute or defend any action, claim, or proceeding concerning the Collateral; (iv) perform any and all acts which Borrower is obligated to perform under the Loan Documents; (v) exercise such rights as Borrower might exercise with respect to the Collateral, including, without limitation, the leasing or other utilization thereof and the collection of any such rents or other payments applicable thereto; (vi) give notice of the existence of the Lender's Lien, including, without limitation, notification to End-Users and/or other account debtors of the existence of such Lender's Lien with respect to the rents and other payments due to Borrower relative to the Collateral; or (vii) execute in Borrower's name and file any notices, financing statements and other documents or instruments Lender determines are necessary or required to carry out fully the intent and purpose of the Loan Documents or to perfect the Lender Lien. Borrower hereby ratifies and approves all that Lender shall do or cause to be done by virtue of the power of attorney granted herein and agrees that neither Lender nor any of Lenders employees, agents, officers, or its attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law made while acting in good faith pursuant to the purposes set forth above provisions of this subparagraph, unless such act, omission, error of judgment or mistake of fact or law is coupled with an interest and determined by a court of competent jurisdiction in a decision which no longer is irrevocablesubject to appeal to be the result of the gross negligence or the willful or wanton misconduct of Lender or any such employees, agents, officers or attorneys of Lender. The appointment of the Administrative Agent Lender as the agent and Borrower's attorney-in-fact is a power coupled with an interest, and therefore shall remain irrevocable until all of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Borrower's Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid and performed in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 2 contracts
Samples: Loan and Security Agreement (PDS Gaming Corp), Loan and Security Agreement (PDS Financial Corp)
Power of Attorney. Each Grantor irrevocably makesBorrower hereby appoints Agent, constitutes and appoints its agents and designees, the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent agents and attorneyattorneys-in-fact, and in fact of such capacity the Administrative Agent shall have the rightBorrower, with full power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Partiessubstitution, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (bi) upon the occurrence and during the continuance of a Cash Dominion an Event or as otherwise permitted under of Default, upon prior written notice to Borrowers, receive, open and dispose of all mail addressed to such Borrower relating to the Credit AgreementCollateral, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) during the continuance of an Event of Default, upon prior written notice to receiveBorrowers, endorsenotify and direct the United States Post Office authorities by notice given in the name of such Xxxxxxxx and signed on its behalf, assign and/or deliver to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any and all notes, checks, acceptances, checks, drafts, money orders or other evidences instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to the Collateral or any part thereof; and such Collateral, (ciii) upon the occurrence and during the continuance of an Event of Default Default, upon prior or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any contemporaneous written notice to Xxxxxxxxx, send notices to such Grantor’s Account Debtors; Contract Debtors or account debtors, and (iv) to sign during the name continuance of any Grantor on any proof an Event of claim in bankruptcy against Account DebtorsDefault, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute do any and all suits, actions other things necessary or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary proper to carry out the purposes intent of this Agreement; and (b) at all times, as fully to do any and completely as though all other things necessary or proper to perfect and protect the Administrative Liens and rights of Agent was the absolute owner of the Collateral for all purposes; provided, however, and Xxxxxxx created under this Agreement. Each Borrower agrees that nothing herein contained shall be construed as requiring or obligating the Administrative neither Agent or any other Secured Party to make Lender nor any inquiry as to the nature of its agents, designees or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorneyattorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Grantors for the purposes set forth above is Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and is irrevocableshall be irrevocable during the term hereof. The appointment Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Administrative Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)may determine.
Appears in 2 contracts
Samples: Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)
Power of Attorney. Each To the maximum extent permitted by applicable law, each Grantor irrevocably makes, constitutes and appoints the Administrative Collateral Agent (and all officers, employees or agents designated by the Administrative Collateral Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Collateral Agent shall have the right, subject to the ABL Intercreditor Agreement, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Collateral Agent and the other Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 3.01 of this Agreement, (bAgreement,(b) upon the occurrence and during the continuance of a Cash Dominion an Event of Default or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (iii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (iiiii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iiiiv) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (ivv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Collateral Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance acceptance, relating to the Collateral, of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) with respect to useany IP Collateral, to assign, transfer, convey, license or transfer sublicense any or such IP Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall reasonably determine; provided, however, that such terms shall include all General Intangibles terms and restrictions that are customarily required to ensure the continuing validity and effectiveness of any Grantorthe IP Collateral at issue, such as, without limitation, notice, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to patents, and copyright notices and restrictions on decompilation and reverse engineering of copyrighted software, and confidentiality protections for trade secrets; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Collateral Agent was were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Collateral Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 1 contract
Power of Attorney. Each Grantor In addition to the powers set forth in the Power of Attorney, Agent is hereby irrevocably makesmade, constitutes constituted and appoints appointed the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative attorney for Borrower (without obligating Agent shall have the right, to act as such) with full power of substitution for each Grantor and in each Grantor’s name or otherwise, for to do the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, following: (i) to take actions required to be taken by endorse the Grantors under Section 5.1 name of this Agreement, and (ii) to receive, endorse, assign and/or deliver Borrower upon any and all notes, acceptances, checks, drafts, money orders and other instruments for the payment of money that are payable to Borrower and constitute collections on Borrower’s Pledged Loans or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the CollateralAccounts; (ii) to sign execute and/or file in the name of Borrower any Grantor on any invoicesfinancing statements, amendments to financing statements, schedules of Collateralto financing statements, freight releases or express receiptsterminations thereof, assignments, instruments or bills of lading storage receipts, warehouse receipts or other documents of title relating that it is obligated to execute and/or file under any of the CollateralLoan Documents; (iii) to sign execute and/or file in the name of Borrower assignments, instruments, documents, schedules and statements that it is obligated to give Agent under any Grantor on any notice to such Grantor’s Account Debtorsof the Loan Documents; and (iv) to sign do such other and further acts and deeds in the name of Borrower that Agent may deem necessary to enforce, make, create, maintain, continue, enforce or perfect Lender’s Lien or rights in any Grantor on Collateral. In addition, if Borrower breaches its obligation hereunder to direct payments of Pledged Loans or other Accounts or the proceeds of any proof of claim in bankruptcy against Account Debtorsother Collateral to the Lockbox Account, and on notices of lienAgent, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) irrevocably made, constituted and appointed true and lawful attorney for such Person pursuant to receive and open each Grantor’s mailthis paragraph, remove any Proceeds of Collateral therefrom and turn over may, by the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, signature or other legal representative act of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Agent’s officers or to enforce any rights in respect of any Collateral; authorized signatories (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or without requiring any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and them to do all so), direct any federal, state or private payor or fiscal intermediary to pay proceeds of Pledged Loans or other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent Accounts or any other Secured Party to make any inquiry as Collateral to the nature Lockbox Account or sufficiency another account designated in writing by Agent. The power of any payment received by attorney granted pursuant to the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It Power of Attorney is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is a power coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if be irrevocable until the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full. The powers conferred on Agent under the Power of Attorney are solely to protect the Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Agent agrees that (a) except as specified in the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, and (cb) all Letters Agent shall account for any monies received by Agent in respect of Credit shall have expired any foreclosure on or terminated (or been cash collateralized in a manner satisfactory disposition of Collateral pursuant to the applicable Issuing Banks) Power of Attorney, provided that Agent shall not have any duty as to any Collateral, and (d) all Letter Agent shall be accountable only for amounts that it actually receives as a result of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)exercise of such powers. NEITHER AGENT NOR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
Appears in 1 contract
Samples: Loan and Security Agreement (Harvest Capital Credit Corp)
Power of Attorney. Each Grantor Borrower irrevocably makes, constitutes appoints Lender and appoints the Administrative Agent (its successors and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-attorney in fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, authorizes Lender (a) at any timeto, whether or not a Default or there has been an Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit AgreementDefault, (i) demand, collect, receive, xxx, and give releases to take actions required any Account Debtor for the monies due or which may become due upon or with respect to be taken by the Grantors Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Lender's name or Borrower's name, as Lender may choose; (ii) prepare, file and sign Borrower's name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics' lien or similar document; (iii) notify all Account Debtors with respect to the Receivables to pay Lender directly; (iv) receive and open all mail addressed to Borrower for the purpose of collecting the Receivables; (v) endorse Borrower's name on any checks or other forms of payment on the Receivables; (vi) execute on behalf of Borrower any and all instruments, documents, financing statements and the like to perfect Lender's interests in the Receivables and Collateral; (vii) debit any Borrower's deposit accounts maintained with Lender for any and all Obligations due under Section 5.1 of this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of any such purposes, and (iib) to receiveto, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to useDefault, sell, assign, transfer, pledge, make compromise, or discharge the whole or any agreement part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan Receivables and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Collateral.
Appears in 1 contract
Power of Attorney. Each Grantor of Borrower and each of its Subsidiaries ----------------- hereby irrevocably makes, constitutes constitutes, and appoints the Administrative Agent Bank (and all any of Bank's officers, employees employees, or agents designated by the Administrative Agent) Bank), as such Grantor’s its true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, to: (a) at sign the name of Borrower or any time, whether or not a Default or Event of Default has occurred, to take actions required Borrower's Subsidiaries on any document to be taken executed, recorded, or filed in order to perfect or continue perfected Bank's Lien upon the Collateral if Borrower or any of Borrower's Subsidiaries fails to do so promptly after request therefor by Bank, including filing any financing or continuation statement without the Grantors under Section 2.1 signature of this Agreement, Borrower or any of Borrower's Subsidiaries to the extent permitted by applicable law; (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default Default, sign Borrower's or as otherwise permitted under any of Borrower's Subsidiaries' name on any invoice or xxxx of lading relating to any Account, drafts against Account Debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to Account Debtors; (c) send requests for verification of Accounts; (d) upon the Credit Agreementoccurrence and during the continuance of an Event of Default, endorse Borrower's or any of Borrower's Subsidiaries' name on any checks, notices, acceptances, money orders, drafts, or other forms of payment or security that may come into Bank's possession; and (e) upon the occurrence and during the continuance of an Event of Default, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of notify the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms post office authorities to change the address for delivery of Borrower's or any of Borrower's Subsidiaries' mail to which each Grantor’s mail is to be sent to such an address as the Administrative Agent shall designate; (vi) designated by Bank, to receive and open each Grantor’s mailall mail addressed to Borrower or any of Borrower's Subsidiaries, remove any Proceeds of Collateral therefrom and turn over the balance of such to retain all mail either relating to the Lead Collateral and forward all other mail to Borrower or any of Borrower's Subsidiaries, (ii) make, settle, and adjust all claims under Borrower's or any of Borrower's Subsidiaries' policies of insurance and make all determinations and decisions with respect to such policies of insurance, and (iii) settle and adjust disputes and claims respecting any trustee in bankruptcy of Borrower's or receiver of a Grantor, or other legal representative of a Grantor whom its Subsidiaries' Accounts directly with the Administrative Agent reasonably applicable Account Debtors for amounts and upon terms that Bank determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateralreasonable, and Bank may cause to do all other acts be executed and things reasonably necessary delivered any documents and releases that Bank determines to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or noticenecessary. It is understood and agreed that the The appointment of the Administrative Agent Bank as the agent each of Borrower's and each of its Subsidiaries' attorney-in-fact fact, and each and every one of the Grantors for the purposes set forth above is Bank's rights and powers, being coupled with an interest and interest, is irrevocable. The appointment irrevocable until all of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated fully repaid and Liquidation has commenced performed and then only Bank's obligation to the extent then due provide Loans and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all incur Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Obligations hereunder is terminated. NEITHER BANK, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER OR ANY OF BORROWER'S SUBSIDIARIES FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY HEREIN OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE EVENT THAT BORROWER OR OVERHILL VENTURES OBTAINS AN AWARD FOR PUNITIVE DAMAGES AGAINST BANK OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS, THE PARTIES HERETO AGREE THAT THE AMOUNT OF SUCH PUNITIVE DAMAGE AWARD SHALL NOT EXCEED AN AMOUNT EQUAL TO THREE TIMES THE AMOUNT OF THE ACTUAL DAMAGES AWARDED TO BORROWER.
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makesIn addition to any other powers of attorney contained herein, constitutes and each Pledgor hereby appoints the Administrative Collateral Agent, its nominee, or any other person whom the Collateral Agent (and all officers, employees or agents designated by the Administrative Agent) may designate as such GrantorPledgor’s true and lawful agent and attorney-in-fact, with full power and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) authority upon the occurrence and during the continuance continuation of a Cash Dominion any Event or as otherwise permitted under the Credit Agreementof Default to ask, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementdemand, and (ii) to collect, receive, endorsereceipt for, assign and/or deliver xxx for, compound and give acquittance for any and all notessums or properties which may be or become due, acceptances, checks, drafts, money orders payable or other evidences distributable in respect of payment relating to the Collateral or any part thereof; , with full power to settle, adjust or compromise any claim thereunder or therefor as fully as such Pledgor could itself do, to endorse or sign the Pledgor’s name on any assignments, stock powers or other instruments of transfer and (c) upon on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security that may come into the occurrence Collateral Agent’s possession in connection with its exercise of remedies, and during the continuance on all documents of an Event of Default satisfaction, discharge or as otherwise permitted under the Credit Agreementreceipt required or requested in connection therewith, (i) and, in its discretion, to demandfile any claim or take any other action or proceeding, collect, receive payment of, give receipt for and give discharges and releases of all either in its own name or any of the Collateral; (ii) to sign in the name of any Grantor on any invoices, schedules of Collateral, freight or express receiptssuch Pledgor, or bills of lading storage receiptsotherwise, warehouse receipts which the Collateral Agent deems necessary or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on upon all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, or effect a transfer thereof, or which may be necessary or appropriate to protect and to do all other acts preserve the right, title, and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner interest of the Collateral Agent in and to such Collateral and the security intended to be afforded hereby. Each Pledgor hereby ratifies and approves all acts of any such attorney and agrees that neither the Collateral Agent nor any such attorney will be liable for any such acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct. The Collateral Agent may file one or more financing statements disclosing its security interest in all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment part of the Administrative Collateral without any Pledgor’s signature appearing thereon, and each Pledgor also hereby grants the Collateral Agent as the agent a power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf of such Pledgor without notice thereof to any Pledgor. The foregoing powers of attorney-in-fact of the Grantors for the purposes set forth above is , being coupled with an interest and is irrevocable. The appointment of interest, are irrevocable until the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Secured Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity indemnification and reimbursement obligations with respect to then unasserted claimsnot yet accrued and payable) shall have been paid in full, (c) fully satisfied and all Letters commitments of the Lenders to extend credit to or for the account of Borrower under the Credit shall Agreement have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)otherwise terminated.
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon Upon the occurrence and during the continuance of any Event of Default, without limiting Silicon’s other rights and remedies, Borrower grants to Silicon an irrevocable power of attorney coupled with an interest, authorizing and permitting Silicon (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrower, and at Borrower’s expense, to do any or all of the following, in Borrower’s name or otherwise, but Silicon agrees that if it exercises any right hereunder, it will do so in good faith and in a Cash Dominion Event commercially reasonable manner: (a) Execute on behalf of Borrower any documents that Silicon may, in its good faith business judgment, deem advisable in order to perfect and maintain Silicon’s security interest in the Collateral, or as otherwise permitted in order to exercise a right of Borrower or Silicon, or in order to fully consummate all the transactions contemplated under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and all other Loan Documents; (iib) Execute on behalf of Borrower, any invoices relating to receiveany Account, endorseany draft against any Account Debtor and any notice to any Account Debtor, assign and/or deliver any and all notesproof of claim in bankruptcy, acceptancesany Notice of Lien, checksclaim of mechanic’s, drafts, money orders materialman’s or other evidences lien, or assignment or satisfaction of payment relating to the Collateral mechanic’s, materialman’s or any part thereofother lien; and (c) upon the occurrence and during the continuance Take control in any manner of an Event any cash or non-cash items of Default payment or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases proceeds of all or any of the Collateral; (ii) to sign endorse the name of Borrower upon any Grantor on any invoices, schedules of Collateral, freight or express receiptsinstruments, or bills documents, evidence of lading storage receiptspayment or Collateral that may come into Silicon’s possession; (d) Endorse all checks and other forms of remittances received by Silicon; (e) Pay, warehouse receipts contest or other documents of title relating settle any lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (iiif) Grant extensions of time to sign pay, compromise claims and settle Accounts and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (g) Pay any sums required on account of Borrower’s taxes or to secure the name release of any Grantor on any notice to such Grantor’s Account Debtorsliens therefor, or both; (ivh) to sign the name of any Grantor on any proof of claim in bankruptcy against Account DebtorsSettle and adjust, and on notices of liengive releases of, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) any insurance claim that relates to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral and obtain payment therefor; (i) Instruct any third party having custody or to enforce any rights in respect control of any Collateralbooks or records belonging to, or relating to, Borrower to give Silicon the same rights of access and other rights with respect thereto as Silicon has under this Agreement; and (viiij) Take any action or pay any sum required of Borrower pursuant to settlethis Agreement and any other Loan Documents. Any and all reasonable sums paid and any and all reasonable costs, compromiseexpenses, compoundliabilities, adjust or defend obligations and attorneys’ fees incurred by Silicon with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any actions, suits or proceedings relating to all of the Obligations. In no event shall Silicon’s rights under the foregoing power of attorney or any of the Collateral; (ix) Silicon’s other rights under this Agreement be deemed to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor indicate that Silicon is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any control of the Collateralbusiness, and to do all other acts and things reasonably necessary to carry out the purposes management or properties of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or noticeBorrower. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Silicon Valley Bank Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Security Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 1 contract
Samples: Loan and Security Agreement (Internap Network Services Corp)
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints Mortgagee the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent attorney of Borrower for the duration of this Mortgage (with full power of substitution) in the name, place and stead of, and at the expense of, Borrower in connection with the enforcement of the rights and remedies provided for in this Article 4: (a) to give any necessary receipts or acquittances for amounts collected or received hereunder; (b) to make all necessary transfers of the Airframe, Engine, APU, Parts or Spare Parts in connection with any sale, lease or other disposition made pursuant hereto; (c) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale, lease or other disposition, Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto; (d) to execute in Borrower's name and file one or more financing, amendment and continuation statements covering the Collateral in order to perfect or continue a perfected Mortgagee's Lien upon the Collateral if Borrower fails to do so promptly after request therefore by Mortgagee, including filing any financing or continuation statement without the signature of Borrower to the extent permitted by Applicable Law; (e) to register, amend, assign, subordinate, consent to or discharge any registrations on the International Registry; (f) to sign any agreements, orders or other documents in connection with or pursuant to a given Lease; (g) to receive, open, and retain all mail addressed to Borrower relating to the Collateral, (h) to make, settle, and adjust all claims under Borrower's or any Lessee’s policies of insurance and make all determinations and decisions with respect to such policies of insurance relating to the Collateral; and (i) to settle and adjust disputes and claims respecting the Accounts directly with Account Debtors, for amounts and upon terms which Mortgagee determines to be reasonable, and Mortgagee may cause to be executed and delivered any documents and releases which Mortgagee determines to be necessary. Except for item (d) above, the power of attorney granted hereby may not be exercised unless an Event of Default has occurred and is continuing and Mortgagee has notified Borrower that it will enforce its security interest in the Collateral if such notice is specifically required under the applicable Loan Documents (including pursuant to any notice and cure rights). The appointment of Mortgagee as Borrower's attorney-in-fact, and each and every one of Mortgagee's rights and powers, being coupled with an interest, is irrevocable until all of the Secured Obligations have been fully repaid and performed. MORTGAGEE AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, LENDERS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO BORROWER OR ANY OTHER PERSON FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY HEREIN OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Nevertheless, if so requested by Mortgagee or a purchaser, lessor or lessee, Borrower shall ratify and confirm any such sale, lease or other disposition by executing and delivering to Mortgagee or such purchaser, lessor or lessee all proper bills of sale, assignments, releases, leases and other instruments as may be designated in any such capacity the Administrative Agent request. Any such attorney of Borrower shall have the right, with full power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver do any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is things necessary to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement done with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, above transactions as fully and completely effectually as though the Administrative Agent was the absolute owner Borrower might do, and Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. The rights of the Collateral for all purposes; provided, however, that nothing herein contained Mortgagee under this section shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as in addition to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment rights of the Administrative Agent Mortgagee under the IDERA, as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)section 3.02 above.
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makesIn addition to any other powers of attorney contained herein, constitutes and Borrower hereby appoints the Administrative Agent (and all officersLender, employees its nominee, or agents designated by any other person whom the Administrative Agent) Lender may designate as such GrantorBorrower’s true and lawful agent and attorney-in-fact, with full power and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) authority upon the occurrence and during the continuance continuation of a Cash Dominion any Event or as otherwise permitted under the Credit Agreementof Default to sign Borrower’s name on verifications of Accounts and other Collateral; to send requests for verification of Collateral to Borrower’s customers, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementaccount debtors, and (ii) other obligors; to receiveendorse Borrower’s name on any checks, endorse, assign and/or deliver any and all notes, acceptances, checksmoney orders, drafts, money orders or and any other evidences forms of payment or security that may come into the Lender’s possession; to endorse the Collateral in blank or to the order of the Lender or its nominee; to sign Borrower’s name on any invoice or xxxx of lading relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit AgreementCollateral, (i) on claims to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name enforce collection of any Grantor Collateral, on any invoicesnotices to and drafts against customers and account debtors and other obligors, on schedules and assignments of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing assignment and on public records; to notify the Accounts; (v) to sign change of address forms post office authorities to change the address to which each Grantorfor delivery of Borrower’s mail is to be sent an address designated by the Lender; to such address as the Administrative Agent shall designatereceive, open, and dispose of all mail addressed to Borrower; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully . Borrower hereby ratifies and completely as though the Administrative Agent was the absolute owner of the Collateral for approves all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency acts of any payment received by such attorney and agrees that neither the Administrative Agent Lender nor any such attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law other Secured Partythan such person’s gross negligence or willful misconduct. The foregoing powers of attorney, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest interest, are irrevocable until the Secured Obligations have been fully paid and is irrevocable. The appointment satisfied and the commitments of the Administrative Agent as Lenders to extend credit to or for the agent and attorney-in-fact account of the Grantors for Borrower under the purposes set forth above shall terminate when (a) the Commitments Credit Agreement have expired or been otherwise terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 1 contract
Samples: Security Agreement (Advanced Life Sciences Holdings, Inc.)
Power of Attorney. Each Grantor Borrower hereby irrevocably makesappoints Secured Party, constitutes and appoints the Administrative Agent (and all officersany officer or agent of Secured Party, employees or agents designated by the Administrative Agent) as such Grantor’s with full power of substitution, its true and lawful agent and attorney-in-factfact with full, irrevocable power and authority in such Borrower's place and stead and in such capacity Borrower's name and on its behalf or in Secured Party's own name, from time to time and at any time in Secured Party's absolute discretion to do any and all things required to be done to carry out the Administrative Agent shall have terms or to accomplish the rightpurposes of this Security Agreement as fully and effectually as such Borrower could do but for this appointment, with including without limitation the power of substitution for each Grantor to (i) sign such Borrower's name to, and to file financing statements as provided in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured PartiesSECTION 5(c) hereof, (aii) at to execute, in connection with any timesale under SECTION 9 hereof, whether any endorsements, assignments or not a Default other instruments of conveyance or transfer with respect to the Collateral, (iii) if an Event of Default has occurredoccurred and is continuing, to take actions required notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed by Secured Party on behalf of such Borrower, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be taken designated by the Grantors under Section 2.1 of this AgreementSecured Party, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required cause such mail to be taken by the Grantors under Section 5.1 of this Agreement, delivered to such designated address where Secured Party may open all such mail and (ii) to receive, endorse, assign and/or deliver remove therefrom any and all notes, checks, acceptances, checks, drafts, money orders or other evidences instruments included in the Collateral, (iv) if an Event of payment Default has occurred and is continuing, to endorse the name of such Borrower upon any notes, checks, acceptances, drafts, money orders, instruments or other documents relating to the Collateral or any part and to effect the deposit and collection thereof; , and (cv) upon the occurrence and during the continuance of if an Event of Default or as otherwise permitted under the Credit Agreementhas occurred and is continuing, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign endorse the name of any Grantor such Borrower on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to the Collateral. Each Borrower hereby ratifies all actions taken by or on behalf of Secured Party pursuant to this power of attorney or otherwise as provided in this Security Agreement and neither Secured Party nor any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtorsits officers, and on notices of lien, claims of mechanic’s liens, employees or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained agents shall be construed 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 in its or their capacity as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and such attorney-in-fact fact. This power of the Grantors for the purposes set forth above attorney is coupled with an interest and shall be irrevocable until all of the Liabilities are paid in full and this Security Agreement is irrevocableterminated. The appointment powers conferred upon Secured Party hereunder are solely to protect its interests and shall not impose any duty upon it to exercise any of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)such powers.
Appears in 1 contract
Samples: Credit Agreement (Akorn Inc)
Power of Attorney. Each Grantor Obligor hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents Persons designated by the Administrative Agent) as such GrantorXxxxxxx’s true and lawful agent attorney (and attorneyagent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in such capacity either its or an Obligor’s name, but at the Administrative Agent shall have the right, with power cost and expense of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, Obligors: (a) at during a Trigger Period (Dominion), endorse an Obligor’s name on any time, whether Payment Item or not a Default other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, control; (b) upon the occurrence and during the continuance an Event of a Cash Dominion Event or as otherwise permitted under the Credit AgreementDefault, (i) to take actions required to be taken notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by the Grantors under Section 5.1 of this Agreementlegal proceedings or otherwise, and (ii) generally exercise any rights and remedies with respect to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the CollateralAccounts; (ii) to sign the name of settle, adjust, modify, compromise, discharge or release any Grantor on any invoices, schedules of Accounts or other Collateral, freight or express receipts, any legal proceedings brought to collect Accounts or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of sell or assign any Grantor on any notice to Accounts and other Collateral upon such Grantor’s Account Debtorsterms, for such amounts and at such times as Agent deems advisable; (iv) to sign the name collect, liquidate and receive balances in Deposit Accounts or investment accounts consisting of any Grantor on any proof of claim in bankruptcy against Account DebtorsCollateral, and on notices take control, in any manner, of lien, claims proceeds of mechanic’s liens, or assignments or releases of mechanic’s liens securing the AccountsCollateral; (v) prepare, file and sign an Obligor’s name to sign change a proof of address forms claim or other document in a bankruptcy of an Account Debtor, or to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designateany notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to receive an Obligor (which Agent shall use commercially reasonable efforts to limit to mail relating to the Collateral), and open each Grantor’s mail, remove notify postal authorities to deliver any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mailan address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to commence and prosecute any and all suitsAccounts, actions Inventory or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any other Collateral; (viii) use an Obligor’s stationery and sign its name to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating verifications of Accounts and notices to all or any of the CollateralAccount Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies related to Collateral; (xi) take all such any action as may be reasonably necessary or appropriate to obtain the payment of under any letter of credit and/or credit, banker’s acceptance of or other instrument for which any Grantor an Obligor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do take all other acts and things reasonably necessary actions as Agent deems appropriate to carry out fulfill any Obligor’s obligations under the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or noticeLoan Documents. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)SECTION 9.
Appears in 1 contract
Samples: Credit and Security Agreement (Titan International Inc)
Power of Attorney. (a) Each Grantor Borrower hereby irrevocably makesconstitutes, constitutes designates and appoints the Administrative Agent (CSFB and all officersany employee, employees or agents designated by the Administrative Agent) agent and officer thereof, with full power of substitution, as such Grantor’s its true and lawful agent and attorney-in-fact, fact with full irrevocable power and authority following an Event of Default in the place and stead of such Borrower and in the name of such capacity the Administrative Agent shall have the rightBorrower or in its own name, with power of substitution for each Grantor and from time to time in each Grantor’s name or otherwiseCSFB's discretion, for the use purpose of carrying out the terms of this Agreement and benefit any other Related Agreements and, without limiting the generality of the Administrative Agent foregoing, such Borrower hereby gives CSFB the power and right, on behalf of such Borrower, without notice to or assent by such Borrower to do the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, following: (i) at such time or times hereafter as CSFB or its employees, officers or agents, in its sole discretion, may determine, in CSFB's or Borrower's name, to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver endorse such Borrower's name on any and all notes, acceptancesReceivable, checks, notes, drafts, money orders instruments, documents or any other evidences of payment relating to the Collateral which come into the possession of CSFB or come under CSFB's control; (ii) to the extent permitted by law, to sign such Borrower's name on any part thereofdocument (including, without limitation, financing statements and continuations thereof and assignments) necessary or desirable for the purpose of maintaining or achieving the perfection of CSFB's security interest in the Collateral and such Borrower's interest in the Financed Vehicle and other collateral granted by the Obligor to such Borrower; (iii) to file any claim or take any other action or proceeding in any court of law or equity for the purpose of collecting any and all of the Collateral and Obligations due under this Agreement and any other Related Agreements; (iv) to remove from any premises where they may be located any and all documents, instruments, files and records relating to the Collateral; (v) to take or bring, in CSFB's name or in the name of such Borrower, all steps, actions, suits or proceedings deemed by CSFB necessary or desirable to effect collection of or to realize upon the Collateral; and (cvi) upon the occurrence and during the continuance of following an Event of Default or as otherwise permitted under Potential Event of Default, to direct the Credit Agreement, (i) Servicers to demand, collect, receive payment of, give receipt for and give discharges and releases of make all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any payments of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)CSFB.
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makes, constitutes Borrower appoints FINOVA and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) its designees as such Grantor’s true and lawful agent and Borrower's attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with the power of substitution for each Grantor and in each Grantor’s to endorse Borrower's name or otherwiseon any checks, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences forms of payment relating to the Collateral or any part thereofsecurity that come into FINOVA's possession; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the Borrower's name of any Grantor on any invoices, schedules of Collateral, freight invoice or express receipts, or bills xxxx of lading storage receipts, warehouse receipts or other documents of title relating to any Receivable, on drafts against customers or Payors, on assignments of the Collateral; (iii) to sign the name Receivables, on notices of any Grantor assignment, financing statements and other public records, on any notice to such Grantor’s Account Debtors; (iv) to sign the name verifications of any Grantor on any proof of claim in bankruptcy against Account Debtors, accounts and on notices to customers or Payors or account debtors; to send requests for verification of lienReceivables to customers or account debtors; after the occurrence of any Event of Default, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing to notify the Accounts; (v) to sign change of address forms post office authorities to change the address for delivery of Borrower's mail to which each Grantor’s an address designated by FINOVA and to open and dispose of all mail is addressed to be sent to such address as the Administrative Agent shall designateBorrower; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably FINOVA deems necessary or desirable to carry out the purposes terms of this Agreement, as fully . Borrower hereby ratifies and completely as though the Administrative Agent was the absolute owner approves all acts of the Collateral for all purposes; provided, however, that nothing herein contained such attorney. Neither FINOVA nor any of its designees shall be construed liable for any acts or omissions nor for any error of judgment or mistake of fact or law while acting as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured PartyBorrower's attorney. This power, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest interest, is irrevocable until the Obligations have been fully satisfied and is irrevocableFINOVA's obligation to provide loans hereunder shall have terminated Governing Law; Waivers . The appointment THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ENFORCEMENT OF THE OBLIGATIONS, SHALL BE INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE CONFLICT OF LAWS RULES) OF THE STATE OF ARIZONA GOVERNING CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF MARICOPA IN THE STATE OF ARIZONA OR, AT THE SOLE OPTION OF FINOVA, IN ANY OTHER COURT IN WHICH FINOVA SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. BORROWER WAIVES ANY OBJECTION OF FORUM NON CONVENIENS AND VENUE. BORROWER FURTHER WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY MESSENGER, CERTIFIED MAIL OR REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS SET FORTH BELOW ITS SIGNATURE HERETO AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN POSTED TO BORROWER'S ADDRESS; BORROWER FURTHER WAIVES ANY RIGHT IT MAY OTHERWISE HAVE TO COLLATERALLY ATTACK ANY JUDGMENT ENTERED AGAINST IT. Mutual Waiver of the Administrative Agent as the agent and attorney-in-fact Right to Jury Trial . FINOVA AND BORROWER EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (I) THIS AGREEMENT; (II) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWER; OR (III) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Lien Termination . In recognition of the Grantors for the purposes set forth above shall terminate when (a) the Commitments FINOVA's right to have expired or been terminated, (b) the principal all of and interest on each Loan and all its attorneys' fees and other Obligations (which for purposes expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding the payment in full of this clause the Obligations, FINOVA shall include not be required to execute or record any terminations or satisfactions of any of its liens on the Other Liabilities only if the Obligations (as defined Collateral unless and until Borrower has executed and delivered to FINOVA general releases of all claims, in the Credit Agreement) have been accelerated form and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner substance satisfactory to FINOVA. DO NOT TAKE OUT THIS CONTINUOUS SECTION BREAK - Borrower: SANGSTAT MEDICAL CORPORATION Fed. Tax ID # 00-0000000 By: /s/ Xxxxxx X. Dance Title: Senior Vice President, Finance Borrower's address for notices: 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Xxxxxxx Dance acsimile: (000) 000-0000 FINOVA: FINOVA CAPITAL CORPORATION By /s/ Xxxxxx X. Xxxxxxxxxx Title: Vice President FINOVA's address for notices: FINOVA Capital Corporation 000 Xxxxx Xxxxx Xxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxx & Portfolio Manager Facsimile: (000) 000-0000 with a copy to: FINOVA Capital Corporation 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000-0000 Attn: Xxxxxx X'Xxxxx Facsimile: (000) 000-0000 Schedule to Loan and Security Agreement Borrower: SangStat Medical Corporation Address: 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 Date: April , 2000 This Schedule forms an integral part of the applicable Issuing Banks) Loan and Security Agreement between the above Borrower and FINOVA Capital Corporation dated the above date, and all references herein and therein to "this Agreement" shall be deemed to refer to said Agreement and to this Schedule. TOTAL FACILITY (d) all Letter of Credit Outstandings have been reduced to zero SECTION 2.1): $30,000,000 LOANS (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).SECTION 2.2):
Appears in 1 contract
Samples: Loan and Security Agreement (Sangstat Medical Corp)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Collateral Agent (and all officers, employees or agents designated by the Administrative Collateral Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Collateral Agent and the Secured other Credit Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 SECTION 2.01 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 SECTION 5.01 of this Agreement, ; and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, Documents, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Collateral Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Collateral Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor, subject to those restrictions to which such Grantor is subject under applicable Law and by contract; (xii) to cause all Documents (including, without limitation, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title) to name the Collateral Agent as consignee and to obtain control over the Documents, and (xiixiii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Collateral Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Collateral Agent or any other Secured Credit Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Collateral Agent or any other Secured Credit Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by Borrower hereby reaffirms its irrevocable appointment of the Administrative Agent) , as such Grantor’s true and lawful its agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor substitution, having full power and authority, in each Grantor’s its own name, in the name of any Lender(s), in the name of any Borrower or otherwise, for otherwise (but at the use cost and benefit expense of the Administrative Agent Borrowers and without notice to any Borrower), but only after the Secured Parties, (a) at any time, whether or not a Default or occurrence of an Event of Default has occurredwhich remains uncured beyond any applicable notice and grace period, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) notify account debtors obligated on any of the Receivables to take actions required make payments thereon directly to be taken by the Grantors under lockbox referenced in Section 5.1 11.2 of this Agreement, and to take control of the cash and non-cash proceeds of any such Receivables; (ii) to receivecompromise, endorse, assign and/or deliver extend or renew any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral constituting Receivables or deal with any of the Collateral as the Administrative Agent may deem advisable; (iii) release its interest in, make exchanges or substitutions for and/or surrender, all or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of any Borrower’s interest in all or any part of the Collateral; (iiiv) to sign the name remove from any Borrower’s place(s) of any Grantor on any invoicesbusiness all books, schedules of Collateralrecords, freight or express receiptsledger sheets, or bills of lading storage receiptscorrespondence, warehouse receipts or other invoices and documents of title relating to or evidencing any of the Collateral; (iii) , or without cost or expense to sign the name Administrative Agent, make such use of any Grantor on any notice to such GrantorBorrower’s Account Debtors; (ivplace(s) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action business as may be reasonably necessary to obtain administer, control and/or collect the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiaryCollateral; (xv) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any GrantorAccount Debtor; (xivi) demand, collect receipt for and give renewals, extensions, discharges and releases of all or any part of the Collateral; (vii) institute and prosecute legal and equitable proceedings to useenforce collection of, license or transfer realize upon, all or any part of the Collateral; (viii) settle, renew, extend, compromise, compound, exchange or adjust claims with respect to all General Intangibles or any part of the Collateral or any Grantorlegal proceedings brought with respect thereto; and (xiiix) receive and open all mail addressed to useany Borrower, selland notify the Post Office authorities to change the address for the delivery of mail to any Borrower to such address as the Administrative Agent may designate; it being understood that the rights granted to the Administrative Agent in this clause (ix), assignwhich are operative on the occurrence of an Event of Default, transfershall not in any way limit or impair the other rights provided to the Administrative Agent and/or Lenders in this Agreement or any other Loan Document, pledgeincluding, make any agreement without limitation, their rights with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; providedAccount and the below-referenced lockbox. Furthermore, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the each Borrower hereby reaffirms its irrevocable appointment of the Administrative Agent Agent, as the its agent and attorney-in-fact fact, with power of substitution, having full power and authority, in its own name, in the name of any Lender(s), in the name of any Borrower or otherwise (but at the cost and expense of the Grantors for Borrowers and without notice to any Borrower) and regardless of whether an Event of Default has occurred or any act, event or condition which with notice or the purposes set forth above is coupled with lapse of time, or both, would constitute an interest and is irrevocable. The appointment Event of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when Default has occurred, to (a) file financing statements and continuation statements covering the Commitments have expired or been terminated, Collateral and execute the same on behalf of any Borrower; (b) charge against any banking account of any Borrower any item of payment credited to any Borrower’s account which is dishonored by the principal drawee or maker thereof; and/or (iii) endorse the name of and interest on each Loan and all fees and other Obligations (which for purposes any Borrower upon any items of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only payment relating to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid Collateral or upon any proof of claim in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)bankruptcy against any Account Debtor.
Appears in 1 contract
Samples: Credit and Security Agreement (Mantech International Corp)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon Upon the occurrence and during the continuance of any Event of Default, without limiting Silicon's other rights and remedies, Borrower grants to Silicon an irrevocable power of attorney coupled with an interest, authorizing and permitting Silicon (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrower, and at Borrower's expense, to do any or all of the following, in Borrower's name or otherwise, but Silicon agrees that if it exercises any right hereunder, it will do so in good faith and in a Cash Dominion Event commercially reasonable manner: (a) Execute on behalf of Borrower any documents that Silicon may, in its good faith business judgment, deem advisable in order to perfect and maintain Silicon's security interest in the Collateral, or as otherwise permitted in order to exercise a right of Borrower or Silicon, or in order to fully consummate all the transactions contemplated under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and all other Loan Documents; (iib) Execute on behalf of Borrower, any invoices relating to receiveany Account, endorseany draft against any Account Debtor and any notice to any Account Debtor, assign and/or deliver any and all notesproof of claim in bankruptcy, acceptancesany Notice of Lien, checksclaim of mechanic's, drafts, money orders materialman's or other evidences lien, or assignment or satisfaction of payment relating to the Collateral mechanic's, materialman's or any part thereofother lien; and (c) upon the occurrence and during the continuance Take control in any manner of an Event any cash or non-cash items of Default payment or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases proceeds of all or any of the Collateral; (ii) to sign endorse the name of Borrower upon any Grantor on any invoices, schedules of Collateral, freight or express receiptsinstruments, or bills documents, evidence of lading storage receiptspayment or Collateral that may come into Silicon's possession; (d) Endorse all checks and other forms of remittances received by Silicon; (e) Pay, warehouse receipts contest or other documents of title relating settle any lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (iiif) Grant extensions of time to sign pay, compromise claims and settle Accounts and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (g) Pay any sums required on account of Borrower's taxes or to secure the name release of any Grantor on any notice to such Grantor’s Account Debtorsliens therefor, or both; (ivh) to sign the name of any Grantor on any proof of claim in bankruptcy against Account DebtorsSettle and adjust, and on notices of liengive releases of, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) any insurance claim that relates to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral and obtain payment therefor; (i) Instruct any third party having custody or to enforce any rights in respect control of any Collateralbooks or records belonging to, or relating to, Borrower to give Silicon the same rights of access and other rights with respect thereto as Silicon has under this Agreement; and (viiij) Take any action or pay any sum required of Borrower pursuant to settlethis Agreement and any other Loan Documents. Any and all reasonable sums paid and any and all reasonable costs, compromiseexpenses, compoundliabilities, adjust or defend obligations and attorneys" fees incurred by Silicon with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any actions, suits or proceedings relating to all of the Obligations. In no event shall Silicon's rights under the foregoing power of attorney or any of the Collateral; (ix) Silicon's other rights under this Agreement be deemed to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor indicate that Silicon is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any control of the Collateralbusiness, and to do all other acts and things reasonably necessary to carry out the purposes management or properties of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Collateral Agent (and all officers, employees or agents designated by the Administrative Collateral Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Collateral Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Collateral Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Collateral Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Collateral Agent was were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Collateral Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 1 contract
Samples: Amended and Restated Security Agreement (Gamestop Corp)
Power of Attorney. Each Grantor Borrower irrevocably makes, constitutes appoints Lender and appoints the Administrative Agent (its successors and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-attorney in fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, authorizes Lender (a) at any timeto, whether or not a Default or there has been an Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit AgreementDefault, (i) demand, collect, receive, xxx, and give releases to take actions required any Account Debtor for the monies due or which may become due upon or with respect to be taken by the Grantors Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Lender’s name or Borrower’s name, as Lender may choose; (ii) prepare, file and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; (iii) notify all Account Debtors with respect to the Receivables to pay Lender directly; (iv) receive and open all mail addressed to Borrower for the purpose of collecting the Receivables; (v) endorse Borrower’s name on any checks or other forms of payment on the Receivables; (vi) execute on behalf of Borrower any and all instruments, documents, financing statements and the like to perfect Lender’s interests in the Receivables and Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due under Section 5.1 of this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of any such purposes, and (iib) to receiveto, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to useDefault, sell, assign, transfer, pledge, make compromise, or discharge the whole or any agreement part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to or otherwise deal with all or any of the Receivables and all Collateral, and to do all other acts and things reasonably necessary to carry out the purposes . Portions of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received Exhibit 10.17 marked by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) a [__] have been accelerated and Liquidation has commenced and then only omitted pursuant to a request for confidential treatment filed separately with the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Commission.
Appears in 1 contract
Power of Attorney. Each Grantor At any time an Event of Default has occurred and is continuing, Seller hereby irrevocably makes, constitutes appoints Bank and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) each officer of Bank as such Grantor’s true and lawful agent and its attorney-in-fact, with full power of substitution, for, on behalf of, and in such capacity the Administrative Agent shall have the rightname of Seller, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, to: (a) at endorse and deliver to any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver Person any and all notes, acceptances, checks, drafts, money orders or other evidences instruments of payment coming into Bank’s possession and representing any payment made on or with respect to any Participated Mortgage Loan or otherwise received in connection with any Participated Mortgage Loan (including the proceeds from the sale of any such Participated Mortgage Loan received from a Take-Out Purchaser), and any collateral and any Take-Out Purchase Agreement therefor, in each case other than Escrowed Payments; (b) prepare, complete, execute, deliver and record, and do anything else necessary or desirable to effect, (i) any endorsement to Bank, any Take-Out Purchaser or any other Person, of any Mortgage Note evidencing a Participated Mortgage Loan, or (ii) any transfer, assignment or conveyance to Bank, any Take-Out Purchaser or any other Person, of any or all rights, titles and interests in and to any Mortgage Note and the Mortgage Loan Documents related thereto in which Bank has purchased a Participation Interest (including servicing rights); (c) do anything necessary or desirable to effect the sale, transfer, assignment or conveyance, of any or all rights, titles and interests of Seller and/or Bank in and to any Participated Mortgage Loan and the related Mortgage Loan Documents related thereto to any Take-Out Purchaser or any other Person; (d) commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to the Collateral any Take-Out Purchase Agreement or any part thereofParticipated Mortgage Loan; and (ce) upon to take any such further action as necessary, and to act under changed circumstances, the occurrence exact nature of which may not be currently foreseen or foreseeable, in order to fully and during the continuance of completely effectuate Bank’s rights under this Agreement. The powers and authorities herein conferred on Bank may be exercised by Bank, at any time an Event of Default or as otherwise permitted under has occurred and is continuing, through any Person who, at the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any time of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver execution of a Grantorparticular instrument, or other legal representative is an officer of Bank. The limited power of attorney conferred by this Section is granted for a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence valuable consideration and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and and, therefore, is irrevocable. The appointment of the Administrative Agent irrevocable so long as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired any duties or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) obligations (other than contingent indemnity indemnification obligations with respect for which no claim has been made) to then unasserted claims) Bank under this Agreement or any other Warehouse Document, or any part thereof, shall have been paid remain unpaid or otherwise unsatisfied, and so long as Bank may elect to purchase any Participation Interests hereunder. The limited power of attorney conferred hereunder shall not be affected by any subsequent disability or incapacity of the principal or by the lapse of time. To facilitate processing, Bank may request that Seller execute and deliver a separate, limited power of attorney in fullsubstance similar to this Section 5.6, (c) all Letters but any failure of Credit Bank to request or obtain any such separate power of attorney instrument shall have expired not mitigate or terminated (or been cash collateralized in a manner satisfactory to undermine the applicable Issuing Banks) rights and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)powers conferred under this Section.
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makesThe Debtor authorizes the Secured Party and does hereby make, constitutes constitute and appoints appoint the Administrative Agent (Secured Party, and all officersany officer or agent of the Secured Party, employees or agents designated by with full power of substitution, as the Administrative Agent) as such Grantor’s Debtor's true and lawful agent and attorney-in-fact, and with power, in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s its own name or otherwise, for in the use and benefit name of the Administrative Agent and the Secured PartiesDebtor, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion an Event or as otherwise permitted under the Credit Agreement, of Default: (ia) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver endorse any and all notes, acceptances, checks, drafts, money orders orders, or other evidences instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (b) to sign and endorse any invoice, freight or express bill, xxxx ox xxding, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral or any part thereofCollateral; and (c) upon to pay or discharge any taxes, liens, security interest or other encumbrances at any time levied or placed on or threatened against the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, Collateral; (id) to demand, collect, receive payment ofreceipt for, give receipt for compromise, settle and give discharges and releases of all or any sue fox xonies due in respect of the Collateral; (iie) to sign receive, open and dispose of all mail addressed to the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating Debtor and to any of notify the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms Post Office authorities to change the address for delivery of mail addressed to which each Grantor’s mail is to be sent the Debtor to such address as the Administrative Agent shall Secured Party may designate; and (vif) generally to receive do, at the Secured Party's option and open each Grantor’s mailat the Debtor's expense, remove at any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantortime, or other legal representative from time to time, all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Secured Party's security interest therein in order to effect the intent of a Grantor whom this Security Agreement and the Administrative Agent reasonably determines Agreement, all as fully and effectually as the Debtor might or could do; and the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All acts of said attorney or designee are hereby ratified and approved and said attorney or designee shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law except for its own gross negligence or willful misconduct. This power of attorney shall be irrevocable for the appropriate person to whom to so turn over such mail; (vii) to commence term of this Security Agreement and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or thereafter as long as any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained Obligations shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)outstanding.
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon Upon the occurrence and during the continuance of any Event of Default, without limiting Lender’s other rights and remedies, Borrower grants to Lender an irrevocable power of attorney coupled with an interest, authorizing and permitting Lender (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrower, and at Borrower's expense, to do any or all of the following, in Borrower's name or otherwise, but Lender agrees that if it exercises any right hereunder, it will do so in good faith and in a Cash Dominion Event commercially reasonable manner: (a) execute on behalf of Borrower any documents that Lender may, in its Good Faith Business Judgment, deem advisable in order to perfect and maintain Lender's security interest in the Collateral, or as otherwise permitted in order to exercise a right of Borrower or Lender, or in order to fully consummate all the transactions contemplated under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and all other Loan Documents; (iib) execute on behalf of Borrower, any invoices relating to receiveany Account, endorseany draft against any Account Debtor and any notice to any Account Debtor, assign and/or deliver any and all notesproof of claim in bankruptcy, acceptancesany Notice of Lien, checksclaim of mechanic's, drafts, money orders materialman's or other evidences Lien, or assignment or satisfaction of payment relating to the Collateral mechanic's, materialman's or any part thereofother Lien; and (c) take control in any manner of any cash or non-cash items of payment or proceeds of Collateral; endorse the name of Borrower upon the occurrence any instruments, or documents, evidence of payment or Collateral that may come into Lender's possession; (d) endorse all checks and during the continuance other forms of an Event of Default remittances received by Lender; (e) pay, contest or as otherwise permitted under the Credit Agreement, (i) settle any Lien and adverse claim in or to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (iif) grant extensions of time to sign pay, compromise claims and settle Accounts and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (g) pay any sums required on account of Borrower's taxes or to secure the name release of any Grantor on any invoices, schedules of Collateral, freight or express receiptsLiens therefor, or bills both; (h) settle and adjust, and give releases of, any insurance claim that relates to any of lading storage receiptsthe Collateral and obtain payment therefor; (i) instruct any third party having custody or control of any books or records belonging to, warehouse receipts or relating to, Borrower to give Lender the same rights of access and other documents rights with respect thereto as Lender has under this Agreement; and (j) take any action or pay any sum required of Borrower pursuant to this Agreement and any other Loan Documents; (k) enter into a short-form intellectual property security agreement consistent with the terms of this Agreement for recording purposes only or modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Lender without first obtaining Borrower’s approval of or signature to such modification by amending exhibits thereto, as appropriate, to include reference to any right, title relating or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest; and (l) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral; (iii) provided Lender may exercise such power of attorney to sign the name of any Grantor Borrower on any notice to such Grantor’s Account Debtors; of the documents described in clauses (ivk) to sign the name and (l) above, regardless of any Grantor on any proof whether an Event of claim in bankruptcy against Account Debtors, Default has occurred. Any and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive all reasonable sums paid and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suitsreasonable costs, actions or proceedings expenses, liabilities, obligations and attorneys' fees incurred by Lender with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at law or in equity in a rate equal to the highest interest rate applicable to any court of competent jurisdiction to collect or otherwise realize on all the Obligations. In no event shall Lender's rights under the foregoing power of attorney or any of the Collateral or Lender's other rights under this Agreement be deemed to enforce any rights indicate that Lender is in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any control of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment business, management or properties of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makesIn addition to any other powers of attorney contained herein, constitutes and each Debtor hereby appoints the Administrative Agent, its nominee, or any other person whom the Agent (and all officers, employees or agents designated by the Administrative Agent) may designate as such Grantor’s true and lawful agent and Debtor's attorney-in-fact, with full power and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) authority upon the occurrence and during the continuance continuation of a Cash Dominion any Event or as otherwise permitted under the Credit Agreementof Default: to sign such Debtor's name on verifications of Receivables and other Collateral; to send requests for verification of Collateral to such Debtor's customers, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementaccount debtors, and (ii) other obligors; to receiveendorse such Debtor's name on any checks, endorse, assign and/or deliver any and all notes, acceptances, checksmoney orders, drafts, money orders or and any other evidences forms of payment or security that may come into the Agent's possession; to endorse the Collateral in blank or to the order of the Agent or its nominee; to sign such Debtor's name on any invoice or xxxx of lading relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit AgreementCollateral, (i) on claims to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name enforce collection of any Grantor Collateral, on any invoicesnotices to and drafts against customers and account debtors and other obligors, on schedules and assignments of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing assignment and on public records; to notify the Accounts; (v) to sign change of address forms post office authorities to change the address for delivery of such Debtor's mail to which each Grantor’s an address designated by the Agent; to receive, open, and dispose of all mail is to be sent addressed to such address as the Administrative Agent shall designateDebtor; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully . Each Debtor hereby ratifies and completely as though approves all acts of any such attorney done in good faith and agrees that neither the Administrative Agent was the absolute owner nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other than such person's gross negligence or willful misconduct. The Agent may file one or more financing statements disclosing its security interest in all or any part of the Collateral for all purposes; providedwithout any Debtor's signature appearing thereon, howeverand each Debtor also hereby grants the Agent a power of attorney to execute any such financing statements, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or and amendments and supplements thereto, on behalf of such Debtor without notice thereof to any other Secured Party to make any inquiry as to the nature or sufficiency Debtor. The foregoing powers of any payment received by the Administrative Agent or any other Secured Partyattorney, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest interest, are irrevocable until the Secured Obligations have been fully paid and is irrevocable. The appointment satisfied and the commitments of the Administrative Agent as Bank Creditors to extend credit to or for the agent and attorney-in-fact account of the Grantors for Borrowers (or either of them) under the purposes set forth above shall terminate when (a) the Commitments Credit Agreement have expired or been otherwise terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 1 contract
Samples: Security Agreement (Hub Group Inc)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon Upon the occurrence and during the continuance of any Event of Default, without limiting Silicon's other rights and remedies, Borrower grants to Silicon an irrevocable power of attorney coupled with an interest, authorizing and permitting Silicon (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrower, and at Borrower's expense, to do any or all of the following, in Borrower's name or otherwise, but Silicon agrees that if it exercises any right hereunder, it will do so in good faith and in a Cash Dominion Event commercially reasonable manner (a) Execute on behalf of Borrower any documents that Silicon may, in its good faith business judgment, deem advisable in order to perfect and maintain Silicon's security interest in the Collateral, or as otherwise permitted in order to exercise a right of Borrower or Silicon, or in order to folly consummate all the transactions contemplated under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and all other Loan Documents; (iib) Execute on behalf of Borrower, any invoices relating to receiveany Account, endorseany draft against any Account Debtor and any notice to any Account Debtor, assign and/or deliver any and all notesproof of claim in bankruptcy, acceptancesany Notice of Lien, checksclaim of mechanic's, drafts, money orders materialman's or other evidences lien, or assignment or satisfaction of payment relating to the Collateral mechanic's, materialman's or any part thereofother lien; and (c) upon the occurrence and during the continuance Take control in any manner of an Event any cash or non-cash items of Default payment or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases proceeds of all or any of the Collateral; (ii) to sign endorse the name of Borrower upon any Grantor on any invoices, schedules of Collateral, freight or express receiptsinstruments, or bills documents, evidence of lading storage receiptspayment or Collateral that may come into Silicon's possession; (d) Endorse all checks and other forms of remittances received by Silicon; (e) Pay, warehouse receipts contest or other documents of title relating settle any lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (iiif) Grant extensions of time to sign pay, compromise claims and settle Accounts and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (g) Pay any sums required on account of Borrower's taxes or to secure the name release of any Grantor on any notice to such Grantor’s Account Debtorsliens therefor, or both; (ivh) to sign the name of any Grantor on any proof of claim in bankruptcy against Account DebtorsSettle and adjust, and on notices of liengive releases of, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) any insurance claim that relates to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral and obtain payment therefor, (i) Instruct any third party having custody or to enforce any rights in respect control of any Collateralbooks or records belonging to, or relating to, Borrower to give Silicon the same rights of access and other rights with respect thereto as Silicon has under this Agreement; and (viiij) Take any action or pay any sum required of Borrower pursuant to settlethis Agreement and any other Loan Documents. Any and all reasonable sums paid and any and all reasonable costs, compromiseexpenses, compoundliabilities, adjust or defend obligations and attorneys' fees incurred by Silicon with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any actions, suits or proceedings relating to all of the Obligations. In no event shall Silicon's rights under the foregoing power of attorney or any of the Collateral; (ix) Silicon's other rights under this Agreement be deemed to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor indicate that Silicon is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any control of the Collateralbusiness, and to do all other acts and things reasonably necessary to carry out the purposes management or properties of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 1 contract
Power of Attorney. Each Grantor Debtor hereby irrevocably makes, constitutes designates and appoints the Administrative Collateral Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s its true and lawful agent and attorney-in-fact, and attorney either in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Collateral Agent and or in the Secured Partiesname of each respective Debtor, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) effective upon the occurrence and during the continuance existence of a Cash Dominion Event or as otherwise permitted under the Credit Agreementan Actionable Default, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementask for, and (ii) to demand, sue for, collect, compromise, compound, receive, endorse, assign and/or deliver receipt for and gxxx acquittance for any and all notessums owing or which may become due upon any part of the Collateral or under any insurance maintained in accordance with the Security Documents and, acceptancesin connection therewith, to take any and all actions as the Collateral Agent may deem necessary or desirable in order to realize upon the Collateral or under any insurance maintained in accordance with the Security Documents, including, without limitation, power to endorse in the name of each Debtor on any checks, drafts, money orders notes or other evidences instruments received in payment of payment or on account of the Collateral or under any insurance maintained in accordance with the Security Documents, or to sign each Debtor's name on any invoice or bill of lading relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receiptson notices of assignmenx, xn public records, on verifications of Collateral and on notices to Account Debtors, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy proceeding against an Account Debtor and any other obligor with respect to the Collateral, to send requests for verification from Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing to notify the Accounts; (v) to sign change of address forms post office authorities to change the address for delivery of each Debtor's mail to which an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to each Grantor’s mail is to be sent to such address as Debtor. Notwithstanding the Administrative foregoing, the Collateral Agent shall designate; (vi) to receive and open each Grantor’s mail, remove not be under any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or duty to any trustee in bankruptcy Debtor to exercise any such authority or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law power or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any way be responsible for the collection of the Collateral or to enforce under any rights insurance maintained in respect accordance with the Security Documents. The foregoing power of attorney, being coupled with an interest, is irrevocable until the Secured Obligations have been fully satisfied and any Collateral; (viii) to settle, compromise, compound, adjust commitments therefor terminated. The Collateral Agent may file one or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill more financing statements disclosing its Lien in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or without any other Secured Party to make any inquiry as Debtor's signature appearing thereon. Each Debtor also hereby grants to the nature or sufficiency Collateral Agent a power of attorney to execute any payment received by the Administrative Agent or any other Secured Partysuch financing statement, or amendments and supplements to present or file any claim or notice. It is understood and agreed that the appointment financing statements, on behalf of the Administrative Agent as the agent and attorney-in-fact such Debtor without notice thereof to such Debtor, which power of the Grantors for the purposes set forth above attorney is coupled with an interest and is irrevocable. The appointment of irrevocable until the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Secured Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated fully satisfied and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).this Agreement terminated. 221
Appears in 1 contract
Power of Attorney. Each Grantor Debtor hereby irrevocably makes, constitutes designates and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s its true and lawful agent and attorney-in-fact, and attorney either in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and or in the Secured Partiesname of the Debtors, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) effective upon the occurrence and during the continuance existence of a Cash Dominion an Event or as otherwise permitted under the Credit Agreementof Default, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementask for, and (ii) to demand, sue xxr, collect, compromise, compound, receive, endorse, assign and/or deliver receipt for and give acquittance for any and all notessums owing or which may become due upon any part of the Collateral or under any insurance maintained in accordance with the Security Documents and, acceptancesin connection therewith, to take any and all actions as the Agent may deem necessary or desirable in order to realize upon the Collateral or under any insurance maintained in accordance with the Security Documents, including, without limitation, power to endorse in the name of the Debtors any checks, drafts, money orders notes or other evidences instruments received in payment of payment or on account of the Collateral or under any insurance maintained in accordance with the Security Documents, or to sign the respective Debtor's name on any invoice or bilx xx lading relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receiptson notices of assignment, on public records, on verifications of Collateral and on notices to Account Debtors, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy proceeding against an Account Debtor and any other obligor with respect to the Collateral, to send requests for verification from Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing to notify the Accounts; (v) to sign change of address forms post office authorities to change the address for delivery of the respective Debtor's mail to which each Grantor’s an address designated by the Agent and to receive, open and dispose of all mail is addressed to be sent to such address as the Administrative respective Debtor. Notwithstanding the foregoing, the Agent shall designate; (vi) to receive and open each Grantor’s mail, remove not be under any Proceeds of Collateral therefrom and turn over the balance of such mail either duty to the Lead Borrower Debtors to exercise any such authority or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law power or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any way be responsible for the collection of the Collateral or to enforce under any rights insurance maintained in respect accordance with the Security Documents. The foregoing power of attorney, being coupled with an interest, is irrevocable until the Secured Obligations have been fully satisfied and any Collateral; (viii) to settle, compromise, compound, adjust commitments therefor terminated. The Agent may file one or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill more financing statements disclosing its Lien in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating without the Administrative Agent or any other Secured Party to make any inquiry as respective Debtor's signature appearing thereon. The Debtors also hereby grants to the nature or sufficiency Agent a power of attorney to execute any payment received by the Administrative Agent or any other Secured Partysuch financing statement, or amendments and supplements to present or file any claim or notice. It is understood and agreed that the appointment financing statements, on behalf of the Administrative Agent as Debtors without notice thereof to the agent and attorney-in-fact respective Debtor, which power of the Grantors for the purposes set forth above attorney is coupled with an interest and is irrevocable. The appointment of irrevocable until the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Secured Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated fully satisfied and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)this Agreement terminated.
Appears in 1 contract
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes designates and appoints the Administrative Agent Lender (and all officers, employees or agents persons designated by the Administrative AgentLender) as such Grantor’s Borrower's true and lawful agent and attorney-in-fact, and authorizes Lender, in such capacity the Administrative Agent shall have the rightBorrower's or Lender's name, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, to: (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of time an Event of Default exists or as otherwise permitted under the Credit Agreement, has occurred and is continuing (i) exercise and enforce all of Borrower's or Lender's rights and remedies to demandcollect any Receivable or other Collateral, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to prepare, file and sign the Borrower's name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions similar document against an account debtor or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights other obligor in respect of any Receivables or other Collateral; , (viiiiii) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs in Borrower's name, Lender's name or the name of Lender's designee, and to settlesign and deliver to customs officials powers of attorney in Borrower's name for such purpose, compromiseand to complete in Borrower's or Lender's name, compoundany order, adjust sale or defend any actionstransaction, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of necessary documents in connection therewith and collect the proceeds thereof, and (iv) do all acts and things which any Grantor is a beneficiary; (x) to repairare necessary, manufacturein Lender's determination, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part Borrower's obligations under this Agreement and the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantorother Financing Agreements; and (xiib) at any time to use, sell, assign, transfer, pledge, make (i) take control in any agreement with manner of any item of payment in respect to of Receivables or constituting Collateral or otherwise deal with all received in or for deposit in the Blocked Accounts or otherwise received by Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse Borrower's name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Lender and deposit the same in Lender's account for application to the Obligations, (iv) endorse Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent goods pertaining thereto or any other Secured Party to make Collateral, including any inquiry as to the nature warehouse or sufficiency of any payment received by the Administrative Agent or any other Secured Partyreceipts, or bills of lading and other negotiable or non-negotiable documents, (v) sign Borrower's name on any verification of Receivables and notices thereof to present account debtors or other obligors in respect thereof, and (vi) execute in Borrower's name and file any claim UCC financing statements or noticeamendments thereto. It is understood Borrower hereby releases Lender and agreed that the appointment its officers, employees and designees from any liabilities arising from any act or acts under this power of the Administrative Agent attorney and in furtherance thereof, whether of omission or commission, except as the agent and attorneya result of Lender's own gross negligence or willful misconduct as determined pursuant to a final non-in-fact appealable order of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment a court of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)competent jurisdiction.
Appears in 1 contract
Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) Lender as such GrantorBorrower’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of Borrower but for the use and sole benefit of Lender, upon the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or occurrence of an Event of Default which has occurrednot been cured or waived by Lender, to take actions required to be taken by convert the Grantors under Section 2.1 Collateral into cash, including, without limitation, completing the manufacture or processing of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementwork in process, and the sale (iieither public or private) of all or any portion or portions of the Collateral (subject to the notice and other terms provided in Section 6.2, above); to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, endorse, assign and/or deliver open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which Lender has a security interest; to notify applicable postal authorities to change the address for delivery of mail addressed to Borrower to such address as Lender shall designate; to endorse the name of Borrower in favor of Lender upon any and all notes, acceptances, checks, drafts, money orders orders, notes, acceptances or other evidences instruments of payment relating the same or different nature; to sign and endorse the Collateral or any part thereof; name of Borrower on and (c) upon the occurrence and during the continuance of an Event of Default or to receive as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or secured party any of the Collateral; (ii) to sign the name of any Grantor on , any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor Borrower on any notice of the Account Debtors or on verification of the Collateral; and to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtorssign, if necessary, and file or record on notices behalf of lienBorrower any financing or other statement in order to perfect or protect Lender’s security interest. Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, claims of mechanic’s liensbut if Lender elects to do any such act or exercise any such power, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to it shall not be sent to such address accountable for more than it actually receives as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance a result of such mail either exercise of power, and it shall not be entitled to collect more than an amount equal to the Lead then outstanding Obligations, and any sums received in excess of the then-outstanding Obligations shall be returned to Borrower, and it shall not be responsible to Borrower or to any trustee other party (and shall be and is hereby indemnified by Borrower against any such responsibility to any other party) except in bankruptcy or receiver of the event that such Lender has been determined, with finality, by a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect jurisdiction, that such Lender has committed gross negligence or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of willful misconduct. All powers conferred upon Lender by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above Borrower or any surety to Lender shall terminate when (a) the Commitments have expired remain unpaid or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of Lender are obligated under this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only Agreement to the extent then due and payable) (other than contingent indemnity obligations with respect extend any credit to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Viper Powersports Inc)
Power of Attorney. Each Grantor Notwithstanding anything to the contrary in this Agreement but subject to Section 5.5, as of and from the Closing Date, Seller on behalf of itself and its Affiliates, and subject to the terms set forth in this Section 2.5, hereby irrevocably makes, constitutes and appoints Purchaser, to the Administrative Agent (extent permitted by applicable Law and all officersthe terms of the Nonassignable Assets, employees or agents designated by the Administrative Agent) with full power of substitution as such GrantorSeller’s true and lawful agent attorney in fact with full irrevocable power and attorney-in-factauthority in the name and place of Seller and in the name of Seller or in its own name, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and the Xxxx of Sale and, to the extent that Seller has the right under applicable Law and any applicable contract, Seller hereby grants to Purchaser the power and right, on behalf of Seller, to the extent Seller has the legal power or right to do such act for its own benefit without notice to or assent by Seller, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether to do the following: (a) pay or not a Default discharge any taxes, Liens (other than Liens arising through Purchaser), security interests, or Event of Default has occurred, to take actions required to be taken by other encumbrances levied or placed on or threatened against the Grantors under Section 2.1 of this Agreement, Purchased Assets; (b) upon communicate in its own name with any party to any contract with regard to the occurrence assignment of the right, title and during the continuance interest of a Cash Dominion Event or as otherwise permitted Seller in and under the Credit AgreementPurchased Assets; (c) execute, in connection with the transfer of title, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Assets, (id) to take actions required to be taken by perform all the Grantors obligations and receive all the benefits of Seller under Section 5.1 of this Agreementthe Nonassignable Assets, and (iie) to receivedefend, endorse, assign and/or deliver exercise or enforce any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted Seller’s rights under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all Product Agreements or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity Product Specific Patents in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be manner reasonably necessary or advisable to obtain the payment of any letter of credit and/or bankerprotect Purchaser’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; rights under this Agreement and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorneyappoint Purchaser their attorneys-in-fact to act in their name on their behalf. The power of the Grantors for the purposes set forth above attorney granted hereby is coupled with an interest interest, and is irrevocablemay not be revoked or canceled by Seller without Purchaser’s written consent; provided, however that the term of the foregoing power of attorney shall be effective from the Closing Date and shall terminate upon Purchaser’s receipt of the Capped Royalty Amount. If reasonably requested by Purchaser, Seller shall execute a stand-alone power of attorney consistent with the terms of this Section 2.5 to enable Purchaser to present such power of attorney to other parties without disclosing this Agreement. Confidential Treatment has been requested for portions of this exhibit. The appointment of copy filed herewith omits the Administrative Agent information subject to the confidentiality request. Omissions are designated as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes “****”. A complete version of this clause shall include exhibit has been filed separately with the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated Securities and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Exchange Commission.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Power of Attorney. Each Grantor The Borrowers hereby irrevocably makes------------------ designate, constitutes make, constitute and appoints appoint the Administrative Agent Lender (and all officers, employees or agents Persons designated by the Administrative AgentLender from time to time) as such Grantor’s the true and lawful attorney and agent and attorney-in-factin fact of the Borrowers, and in such capacity the Administrative Agent shall have the rightLender, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit any agent of the Administrative Agent Lender, may, without notice to the Borrowers, and the Secured Parties, (a) at any time, whether such time or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon times after the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default as the Lender or as otherwise permitted under any such agent in its sole discretion may determine, in the Credit Agreementname of the Borrowers or the Lender, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or carry out any of the following: (a) to endorse the name of the Borrowers on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into the Lender's possession and on any chattel paper, document, freight xxxx or other document or instrument relating to any Receivables, Inventory, Farm Products or other Collateral; (iib) to sign the name of any Grantor the Borrowers on any invoices, schedules of Collateral, freight invoice or express receipts, or bills xxxx of lading storage receipts, warehouse receipts or other documents of title relating to any Receivables, Inventory, Farm Products or other Collateral, on any drafts against customers related to letters of credit, on schedules and assignments of Receivables furnished to the Lender by the Borrowers, on notices of assignment, financing statements and other public records relating to the perfection or priority of the CollateralSecurity Interest, on verifications of account and on notices to or from customers; (iiic) to demand payment of the Receivables from an Account Debtor; (d) to enforce payment of the Receivables by legal proceedings or otherwise; (e) to exercise all of the rights and remedies of the Borrowers with respect to the collection of Receivables; (f) to settle, adjust, compromise, extend or renew any or all of the Receivables; (g) to settle, adjust or compromise any legal proceedings brought to collect the Receivables; (h) to use the stationery of the Borrowers and sign the name of any Grantor the Borrowers to verifications of the Receivables and on any notice to such Grantor’s the Account Debtors; (ivi) to sign open the name mail of any Grantor on any proof the Borrowers to effectuate the collection of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the AccountsReceivables; (vj) to sign change of address forms notify the post office authorities to change the address for delivery of the mail of the Borrowers to an address designated by the Lender; (k) to use all computer programs, tapes, disks, other computer software and the information recorded on or contained in any data processing equipment and computer hardware relating to any Account Debtor, the Receivables, Inventory, Farm Products or other Collateral to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designateBorrowers have access; and (vil) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute take any and all suits, other actions or proceedings at law or in equity in any court of competent jurisdiction necessary to collect or otherwise realize on all or any effectuate the collection of the Collateral Receivables or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained transactions contemplated hereby. This power-of- attorney shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood irrevocable and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is shall be coupled with an interest and is irrevocable. The appointment of all acts taken by the Administrative Agent as Lender pursuant to this power-of-attorney are hereby ratified and approved by the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrowers.
Appears in 1 contract
Samples: Loan and Security Agreement (Harrys Farmers Market Inc)
Power of Attorney. Each Grantor irrevocably Seller makes, constitutes and appoints the Administrative Agent (Allied and all officers, employees or agents designated by the Administrative Agent) its Chief Executive Officer and President as such Grantor’s Seller's true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, fact with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use with power and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, authority to: (i) to take actions required to be taken by endorse the Grantors under Section 5.1 name of this Agreement, and (ii) to receive, endorse, assign and/or deliver Seller or of any and all of its officers or agents upon any notes, acceptances, checks, drafts, money orders orders, or other evidences instruments of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateralpayment; (ii) to sign and endorse the name of Seller or any Grantor on of its agents upon any invoices, schedules of Collateralinvoice, freight or express receiptsxxxx, xxxx of lading, storage or bills warehouse receipt, drafts against Account Debtors, assignments, verifications, demands under letters of lading storage receiptscredit and notices in connection with Accounts acquired by Allied or which are Collateral under this Agreement, warehouse receipts and any instrument or other documents of title document relating thereto or to any of the CollateralSeller's rights therein; (iii) to sign the name execute any agreement compromising and settling any Dispute or collection of any Grantor Account owned by Allied or owned by Seller, if Seller is in default hereunder, on any notice terms and conditions acceptable to such Grantor’s Account DebtorsAllied in its sole discretion; (iv) to sign bring suit in the name of Allied to collect any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the AccountsAccount; (v) to sign change amend the terms of address forms to change the address to which each Grantor’s mail any Account owned by Allied or owned by Seller, if Seller is to be sent to such address as the Administrative Agent shall designatein default hereunder; (vi) execute any financing statements (including amendments) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mailperfect Allied's Security Interest granted by this Agreement; (vii) to commence if Seller is in default hereunder, execute and prosecute any file in the name of Seller or Allied, or both, mechanics' liens, mineral liens and all suitsrelated notices and claims under any payment bond, actions statue, or proceedings at law contract, in connection with goods or in equity in any court services provided by Seller for the improvement of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateralrealty; (viii) notify any Account Debtor obligated with respect to settle, compromise, compound, adjust any Account purchased by Allied or defend any actions, suits (if Seller is in default of its liabilities or proceedings relating obligations to all or any Allied) in which Allied has a security interest that the underlying Account has been assigned to Allied by Seller and that payment thereof is to be made to the order of the Collateraland directly and solely to Allied; (ix) communicate directly with Account Debtors to take all such action as may be reasonably necessary to obtain verify the payment amount and validity of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiaryAccount and to collect payment; (x) if Allied (in its sole and absolute discretion) declares Seller to repairbe in default hereunder, manufacture, assemble, complete, package, deliver, alter give written notice to such office and officials of the United States Post Office to effect such change or supply goods, if any, necessary changes of address that all mail addressed to fulfill in whole or in part the purchase order of any customer of any GrantorSeller may be delivered directly to Allied; and (xi) to use, license or transfer any or all General Intangibles exercise reclamation rights of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, Seller and to do all other acts and things reasonably necessary file a claim in a bankruptcy proceeding of an Account Debtor (which Seller requests Allied to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or noticedo). It is understood and agreed that the appointment of the Administrative Agent as the agent and Seller's attorney-in-fact of is hereby granted full power to do all necessary things to accomplish the Grantors for above as fully and effectively as could Seller. Seller ratifies all that the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The power of the Grantors attorney shall be irrevocable for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes Term of this clause shall include the Other Liabilities only if the Obligations (as defined Agreement and until Allied has irrevocably received all payments to which Allied is or may be entitled from Seller and Account Debtors on Accounts purchased by Allied or in the Credit Agreement) have been accelerated and Liquidation which it has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)security interest.
Appears in 1 contract
Power of Attorney. Each Grantor Debtor hereby irrevocably makes, constitutes designates and appoints the Administrative Collateral Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s its true and lawful agent and attorney-in-fact, and attorney either in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Collateral Agent and or in the Secured Partiesname of each respective Debtor, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) effective upon the occurrence and during the continuance existence of a Cash Dominion Event or as otherwise permitted under the Credit Agreementan Actionable Default, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementask for, and (ii) to demand, sue for, collect, compromise, compound, receive, endorse, assign and/or deliver receipt for and give xxquittance for any and all notessums owing or which may become due upon any part of the Collateral or under any insurance maintained in accordance with the Security Documents and, acceptancesin connection therewith, to take any and all actions as the Collateral Agent may deem necessary or desirable in order to realize upon the Collateral or under any insurance maintained in accordance with the Security Documents, including, without limitation, power to endorse in the name of each Debtor on any checks, drafts, money orders notes or other evidences instruments received in payment of payment or on account of the Collateral or under any insurance maintained in accordance with the Security Documents, or to sign each Debtor's name on any invoice or bill of lading relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receiptson notices of assignment, xx xublic records, on verifications of Collateral and on notices to Account Debtors, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy proceeding against an Account Debtor and any other obligor with respect to the Collateral, to send requests for verification from Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing to notify the Accounts; (v) to sign change of address forms post office authorities to change the address for delivery of each Debtor's mail to which an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to each Grantor’s mail is to be sent to such address as Debtor. Notwithstanding the Administrative foregoing, the Collateral Agent shall designate; (vi) to receive and open each Grantor’s mail, remove not be under any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or duty to any trustee in bankruptcy Debtor to exercise any such authority or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law power or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any way be responsible for the collection of the Collateral or to enforce under any rights insurance maintained in respect accordance with the Security Documents. The foregoing power of attorney, being coupled with an interest, is irrevocable until the Secured 138 Obligations have been fully satisfied and any Collateral; (viii) to settle, compromise, compound, adjust commitments therefor terminated. The Collateral Agent may file one or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill more financing statements disclosing its Lien in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or without any other Secured Party to make any inquiry as Debtor's signature appearing thereon. Each Debtor also hereby grants to the nature or sufficiency Collateral Agent a power of attorney to execute any payment received by the Administrative Agent or any other Secured Partysuch financing statement, or amendments and supplements to present or file any claim or notice. It is understood and agreed that the appointment financing statements, on behalf of the Administrative Agent as the agent and attorney-in-fact such Debtor without notice thereof to such Debtor, which power of the Grantors for the purposes set forth above attorney is coupled with an interest and is irrevocable. The appointment of irrevocable until the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Secured Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated fully satisfied and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)this Agreement terminated.
Appears in 1 contract
Power of Attorney. Each Grantor The Borrower hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by as the Administrative Agent) as such GrantorBorrower’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor’s name or otherwise, expense of the Borrower but for the use and sole benefit of the Administrative Agent and the Secured PartiesLenders, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during of an Event of Default, to convert the continuance Collateral into cash, including, without limitation, completing the manufacture or processing of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementwork in process, and the sale (iieither public or private) of all or any portion or portions of the inventory and other Collateral; to use pursuant to a royalty free license all of the Borrower’s intellectual property; to enforce collection of the Collateral, either in its own name or in the name of the Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, endorse, assign and/or deliver open and dispose of all mail addressed to the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Agent has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Agent shall designate; to endorse the name of the Borrower in favor of the Agent upon any and all notes, acceptances, checks, drafts, money orders orders, notes, acceptances or other evidences instruments of payment relating the same or different nature; to sign and endorse the Collateral or any part thereof; name of the Borrower on and (c) upon the occurrence and during the continuance of an Event of Default or to receive as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or secured party any of the Collateral; (ii) to sign the name of any Grantor on , any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of any Grantor the Borrower on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Account Debtors or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any on verification of the Collateral; (ix) and to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goodssign, if anynecessary, necessary and file or record on behalf of the Borrower any financing or other statement in order to fulfill in whole perfect or in part protect the purchase order of any customer of any Grantor; (xi) Agent’s security interest. The Agent shall not be obliged to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or do any of the Collateralacts or exercise any of the powers hereinabove authorized, but if the Agent elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to do all other acts and things reasonably necessary to carry out the purposes of Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Agent by this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The appointment interest, shall be irrevocable so long as any Obligation of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired Borrower or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only surety to the extent then due and payable) (other than contingent indemnity obligations with respect Agent shall remain unpaid or the Agent is obligated under this Agreement to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory extend any credit to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Newtek Business Services Inc)
Power of Attorney. Each Grantor irrevocably makesGrantor, constitutes and as to itself, hereby appoints the Administrative Collateral Agent (and all officers, employees or agents designated by the Administrative Collateral Agent) ’s designee as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, Default: (ia) to demandendorse Grantor’s name on any checks, collectnotes, receive acceptances, money orders, or other forms of payment of, give receipt for and give discharges and releases of all or security relating to any Collateral that come into the Collateral Agent’s or any of the Collateralother Secured Parties’ possession; (iib) to sign the Grantor’s name of any Grantor on any invoicesinvoice, schedules bxxx of Collaterallading, freight or express receiptswarehouse receipt, or bills of lading storage receipts, warehouse receipts or other documents document of title relating to any Collateral, on drafts against customers, on assignments of the CollateralAccounts, on notices of assignment, financing statements, and other public records and to file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing procedure; (iiic) to sign the name send requests for verification of any Grantor on any notice Accounts to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against customers or Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) in each case relating to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viiid) to settle, compromise, compound, adjust or defend any actions, suits or proceedings clear Inventory relating to all any Collateral through customs in Grantor’s name, the Collateral Agent’s name, or any the name of the Collateral; (ix) Collateral Agent’s designee, and to take all sign and deliver to customs officials powers of attorney in Grantor’s name for such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantorpurpose; and (xiie) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things the Collateral Agent reasonably determines are necessary to carry out the purposes security interest provisions of the Indenture and the provisions of this Agreement, as fully . Grantor ratifies and completely as though the Administrative Agent was the absolute owner approves all acts of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent such attorney. Notwithstanding anything in this Agreement or any other Secured Party to make any inquiry as Indenture Document to the nature or sufficiency contrary, none of any payment received by the Administrative Agent or any other Secured PartyTrustee, the Collateral Agent, or to present their attorneys, employees or file Affiliates will be liable for any claim acts or notice. It is understood and agreed that the appointment omissions or for any error of the Administrative Agent as the agent and attorney-in-judgment or mistake of fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (law other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in fullany such liability arising from any such Person’s gross negligence or willful misconduct, (c) all Letters as finally determined by a court of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)competent jurisdiction.
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by Borrower hereby reaffirms its irrevocable appointment of the Administrative Agent) , as such Grantor’s true and lawful its agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor substitution, having full power and authority, in each Grantor’s its own name, in the name of any Lender(s), in the name of any VSE Entity or otherwise, for otherwise (but at the use cost and benefit expense of the Administrative Agent Borrowers and the Secured Partieswithout notice to any VSE Entity), to (a) at any time, whether or not a Default or upon an Event of Default has occurredDefault, notify Account Debtors obligated on any of the Receivables to take actions required make payments thereon directly to be taken by the Grantors under lockbox referenced in Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 11.2 of this Agreement, and to take control of the cash and non-cash proceeds of any such Receivables, which right the Administrative Agent may exercise at any time whether or not an Event of Default shall have occurred and be continuing hereunder or was theretofore making collections thereon; (iib) to receiveupon an Event of Default, endorsecompromise, assign and/or deliver extend or renew any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral constituting Receivables or deal with any part thereofof the Collateral as the Administrative Agent may deem advisable; and (c) upon the occurrence and during the continuance of an Event of Default Default, release its interest in, make exchanges or as otherwise permitted under the Credit Agreementsubstitutions for and/or surrender, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any part of any Borrower’s interest in all or any part of the Collateral; (iid) to sign the name upon an Event of Default, remove from any Grantor on any invoicesVSE Entity’s place(s) of business all books, schedules of Collateralrecords, freight or express receiptsledger sheets, or bills of lading storage receiptscorrespondence, warehouse receipts or other invoices and documents of title relating to or evidencing any of the Collateral; (iii) , or without cost or expense to sign the name Administrative Agent, make such use of any Grantor on any notice to such GrantorVSE Entity’s Account Debtors; (ivplace(s) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action business as may be reasonably necessary to obtain administer, control and/or collect the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiaryCollateral; (xe) to upon an Event of Default, repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any GrantorAccount Debtor; (xif) demand, collect receipt for and upon an Event of Default, give renewals, extensions, discharges and releases of all or any part of the Collateral; (g) upon an Event of Default, institute and prosecute legal and equitable proceedings to useenforce collection of, license or transfer realize upon, all or any part of the Collateral; (h) upon an Event of Default, settle, renew, extend, compromise, compound, exchange or adjust claims with respect to all General Intangibles or any part of the Collateral or any Grantorlegal proceedings brought with respect thereto; and (xiii) upon an Event of Default, receive and open all mail addressed to use, sell, assign, transfer, pledge, make any agreement with respect VSE Entity (other than mail sent to or otherwise deal with all or any lockbox established pursuant to Section 11.2 of this Agreement which may be 77 received and opened in the Collateralordinary course of such lockbox procedures irrespective of whether any Event of Default has occurred), and if an Event of Default exists hereunder, notify the Post Office authorities to do all other acts and things reasonably necessary change the address for the delivery of mail to carry out the purposes of this Agreement, any VSE Entity to such address as fully and completely as though the Administrative Agent was may designate; it being understood that the absolute owner rights granted to the Administrative Agent in this clause (i), which are operative on the occurrence of an Event of Default, shall not in any way limit or impair the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating other rights provided to the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent Lenders in this Agreement or any other Secured PartyLoan Document, or including their rights with respect to present or file any claim or noticethe Collateral Account and the below-referenced lockbox. It is understood and agreed that the Furthermore, each Borrower hereby reaffirms its irrevocable appointment of the Administrative Agent Agent, as the its agent and attorney-in-fact fact, with power of substitution, having full power and authority, in its own name, in the name of any Lender(s), in the name of any Borrower or otherwise (but at the cost and expense of the Grantors for Borrowers and without notice to any Borrower) and regardless of whether an Event of Default has occurred or any act, event or condition which with notice or the purposes set forth above is coupled with lapse of time, or both, would constitute an interest and is irrevocable. The appointment Event of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when Default has occurred, to (a) file financing statements and continuation statements covering the Commitments have expired or been terminated, Collateral and execute the same on behalf of any Borrower; (b) charge against any banking account of any VSE Entity any item of payment credited to any VSE Entity’s account which is dishonored by the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, drawee or maker thereof; or (c) all Letters endorse the name of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory any VSE Entity upon any items of payment relating to the applicable Issuing Banks) and (d) all Letter Collateral or upon any proof of Credit Outstandings have been reduced to zero (or cash collateralized claim in a manner satisfactory to the applicable Issuing Banks)bankruptcy against any Account Debtor.
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon Upon the occurrence and during the continuance of any Event of Default, without limiting Greyrock's other rights and remedies, Borrower grants to Greyrock an irrevocable power of attorney coupled with an interest, authorizing and permitting Greyrock (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrower, and at Borrower's expense, to do any or all of the following, in Borrower's name or otherwise, but Greyrock agrees to exer-cise the following powers in a Cash Dominion Event commercially reasonable manner: (a) Execute on behalf of Borrower any docu-ments that Greyrock may, in its * discretion, deem advis-able in order to perfect and maintain Greyrock's security in-terest in the Collateral, or as otherwise permitted in order to exercise a right of Borrower or Greyrock, or in order to fully consummate all the transactions contemplated under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and all other present and future agreements; (iib) Execute on be-half of Borrower any document exercising, transferring or assigning any option to receivepurchase, endorse, assign and/or deliver sell or otherwise dispose of or to lease (as lessor or lessee) any and all notes, acceptances, checks, drafts, money orders real or other evidences personal property which is part of payment relating to the Greyrock's Collateral or any part thereofin which Greyrock has an interest; and (c) upon the occurrence Execute on behalf of Borrower, any invoices relating to any Receivable, any draft against any Account Debtor and during the continuance any notice to any Account Debtor, any proof of an Event claim in bankruptcy, any Notice of Default Lien, claim of mechanic's, materialman's or as otherwise permitted under the Credit Agreementother lien, or assignment or satisfaction of mechanic's, materialman's or other lien; (id) to demand, collect, receive Take control in any manner of any cash or non-cash items of payment of, give receipt for and give discharges and releases or proceeds of all or any of the Collateral; (ii) to sign en-dorse the name of Borrower upon any Grantor on any invoices, schedules of Collateral, freight or express receiptsinstruments, or bills doc-uments, evxxxxxe of lading storage receiptspayment or Collateral that may come into Greyrock's possession; (e) Endorse all checks and other forms of remittances received by Greyrock; (f) Pay, warehouse receipts contest or other documents of title relating settle any lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (iiig) Grant extensions of time to sign pay, compromise claims and settle Receivables and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (h) Pay any sums required on account of Borrower's taxes or to secure the name release of any Grantor on any notice to such Grantor’s Account Debtorsliens therefor, or both; (ivi) to sign the name of any Grantor on any proof of claim in bankruptcy against Account DebtorsSettle and adjust, and on notices of liengive releases of, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) any insurance claim that relates to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral and obtain payment therefor; (j) Instruct any third party having custody or to enforce any rights in respect con-trol of any Collateralbooks or records belonging to, or relating to, Borrower to give Greyrock the same rights of access and other rights with respect thereto as Greyrock has under this Agreement; and (viiik) Take any action or pay any sum re-quired of Borrower pursuant to settlethis Agreement and any other present or future agreements. Any and all reasonable sums paid and any and all reasonable costs, compromiseexpenses, compoundlia-bilities, adjust or defend obligations and reasonable attorneys' fees incurred by Greyrock with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any actions, suits or proceedings relating to all of the Obligations. In no event shall Greyrock's rights under the foregoing power of attorney or any of the Collateral; (ix) Greyrock's other rights under this Agreement be deemed to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor indicate that Greyrock is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any control of the Collateralbusi-ness, and to do all other acts and things reasonably necessary to carry out the purposes management or properties of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or noticeBorrower. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).* REASONABLE 7.5
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makesBorrower hereby grants to Lender an irrevocable power of attorney coupled with an interest, constitutes authorizing and appoints the Administrative Agent (and all officerspermitting Lender, employees or agents designated by the Administrative Agent) as at its option but without obligation, at such Grantor’s true and lawful agent and attorney-in-factBorrower's sole expense, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s Borrower's name or otherwise, for to the use and benefit extent reasonably determined by Lender to be necessary or advisable in order to carry out Lender's rights or remedies or any Borrower's obligations pursuant to the Documents to the extent any Borrower has failed or refused to execute or fulfill any of its obligations pursuant to the Documents to do any or all of the Administrative Agent and the Secured Parties, following: (a) at execute on behalf of such Borrower any timefinancing statement, whether or not any continuation or amendment thereof, security agreement, assignment of rentals from real or personal property, report, notice, schedule of Accounts Receivable, and any other agreement or document that Lender may, in its reasonable discretion, deem advisable in order to (i) perfect, maintain or improve Lender's security interest in the Collateral or other property intended to constitute Collateral, or (ii) exercise a Default right of such Borrower or Event of Default has occurredLender, to take actions required to be taken by or (iii) fully consummate the Grantors transactions contemplated under Section 2.1 of this Agreement, Agreement and the Documents; (b) upon the occurrence and during the continuance execute on behalf of a Cash Dominion Event or as otherwise permitted under the Credit Agreementsuch Borrower, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title invoice relating to any of the Collateral; (iii) to sign the name of Accounts Receivable, any Grantor on any draft against or notice to such Grantor’s any Account Debtors; (iv) to sign the name of any Grantor on Debtor, any proof of claim in bankruptcy bankruptcy, or other similar document against any Account Debtor, any notice or claim of mechanic's, material supplier's or other Lien, or assignment or satisfaction thereof; (c) take control in any manner of any cash or non-cash proceeds of Collateral; endorse such Borrower's name upon any instruments, money orders, bills of lading, freight bills, chattel paper or other agreements or documents, evidence of payment or Collateral that may come into Lender's possession; and sign such Borrower's name to any verification of its Accounts Receivable and notices thereof to such Borrower's Account Debtors, ; (d) endorse all checks and on notices other forms of lien, claims remittances in payment of mechanic’s liensAccounts Receivable received by Lender "Pay to the Order of Transamerica Commercial Finance Corporation", or assignments or releases of mechanic’s liens securing the Accountsin such other manner as Lender may choose; (ve) to sign change of address forms notify post office authorities to change the address for delivery of any of such Borrower's mail to which each Grantor’s mail is to be sent to such an address as the Administrative Agent shall designate; (vi) to designated by Lender and receive and open each Grantor’s mailall mail addressed to such Borrower and make such disposition as is reasonable under the circumstances, remove and Lender will endeavor to provide such Borrower with originals or copies thereof; (f) pay, contest or settle any Proceeds of Collateral therefrom and turn over the balance of such mail either Lien with respect to the Lead Borrower or to any trustee in bankruptcy or receiver of a GrantorCollateral, or other legal representative of a Grantor whom any judgment based thereon, or otherwise take any action to terminate or discharge the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mailsame; (viig) to commence following the occurrence of an Event of Default, demand payment of Accounts Receivable, enforce payment of Accounts Receivable by legal proceedings or otherwise, and prosecute enforce any and all suitsrights of such Borrower in Accounts Receivable; grant extensions of time to pay, actions or proceedings at law or compromise claims and settle Accounts Receivable for less than face value and execute all releases and other documents in equity in connection therewith; (h) settle and adjust, and give releases of, any court of competent jurisdiction claim under any insurance policy that relates to collect or otherwise realize on all or any of the Collateral and obtain payment therefor, and make all determinations and decisions with respect to any such policy and endorse such Borrower's name on any instrument or other item of payment or the proceeds of such policy; and (i) take any action or pay any sum required of such Borrower pursuant to enforce this Agreement, and any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust other present or defend any actions, suits or proceedings relating to future agreements between Lender and such Borrower and do all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of acts and things which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, are necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of such Borrower's obligations under this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).
Appears in 1 contract
Samples: Loan and Security Agreement (Travis Boats & Motors Inc)
Power of Attorney. Each Grantor irrevocably makesGrantor, constitutes and as to itself, hereby appoints the Administrative Collateral Agent (and all officers, employees or agents designated by the Administrative Collateral Agent) ’s designee as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, Default: (ia) to demandendorse such Grantor’s name on any checks, collectnotes, receive acceptances, money orders or other forms of payment of, give receipt for and give discharges and releases of all or security that come into the Collateral Agent’s or any of the Collateralother Secured Parties’ possession; (iib) to sign the such Grantor’s name of any Grantor on any invoicesinvoice, schedules xxxx of Collateral, freight or express receipts, or bills of lading storage receiptslading, warehouse receipts receipt or other documents document of title relating to any Collateral, on drafts against customers, on assignments of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account DebtorsAccounts, and on notices of lienassignment, claims of mechanic’s liens, financing statements and other public records and to file any such financing statements by electronic means with or assignments without a signature as authorized or releases of mechanic’s liens securing the Accountsrequired by applicable law or filing procedure; (vc) to sign change of address forms notify the post office authorities to change the address to which each for delivery of such Grantor’s mail is to be sent an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to such address as the Administrative Agent shall designateGrantor; (vid) to receive and open each send requests for verification of Accounts to customers or Account Debtors (but if any such Accounts constitute Intercreditor Collateral, only so long as no ABL Liens are outstanding on such Collateral); (e) to clear Inventory through customs in such Grantor’s mailname, remove any Proceeds the Collateral Agent’s name or the name of the Collateral therefrom Agent’s designee, and turn over to sign and deliver to customs officials powers of attorney in such Grantor’s name for such purpose; and (f) to do all things the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Collateral Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably are necessary to carry out the purposes security interest provisions of the Indenture and the provisions of this Agreement, as fully . Each Grantor ratifies and completely as though the Administrative Agent was the absolute owner approves all acts of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent such attorney. Notwithstanding anything in this Agreement or any other Secured Party to make any inquiry as Indenture Document to the nature or sufficiency contrary, none of any payment received by the Administrative Trustee, the Collateral Agent or their attorneys, employees or Affiliates will be liable for any other Secured Party, acts or to present omissions or file for any claim error of judgment or notice. It is understood and agreed that the appointment mistake of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (law other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in fullany such liability arising from any such Person’s gross negligence or willful misconduct, (c) all Letters as finally determined by a court of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)competent jurisdiction.
Appears in 1 contract
Samples: Collateral Agreement (Aquestive Therapeutics, Inc.)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon Upon the occurrence and during the continuance of any Event of Default, without limiting Silicon’s other rights and remedies, Borrower grants to Silicon an irrevocable power of attorney coupled with an interest, authorizing and permitting Silicon (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrower, and at Borrower’s expense, to do any or all of the following, in Borrower’s name or otherwise, but Silicon agrees that if it exercises any right hereunder, it will do so in good faith and in a Cash Dominion Event commercially reasonable manner: (a) Execute on behalf of Borrower any documents that Silicon may, in its good faith business judgment, deem advisable in order to perfect and maintain Silicon’s security interest in the Collateral, or as otherwise permitted in order to exercise a right of Borrower or Silicon, or in order to fully consummate all the transactions contemplated under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and all other Loan Documents; (iib) Execute on behalf of Borrower, any invoices relating to receiveany Account, endorseany draft against any Account Debtor and any notice to any Account Debtor, assign and/or deliver any and all notesproof of claim in bankruptcy, acceptancesany Notice of Lien, checksclaim of mechanic’s, drafts, money orders materialman’s or other evidences lien, or assignment or satisfaction of payment relating to the Collateral mechanic’s, materialman’s or any part thereofother lien; and (c) upon the occurrence and during the continuance Take control in any manner of an Event any cash or noncash items of Default payment or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases proceeds of all or any of the Collateral; (ii) to sign endorse the name of Borrower upon any Grantor on any invoices, schedules of Collateral, freight or express receiptsinstruments, or bills documents, evidence of lading storage receiptspayment or Collateral that may come into Silicon’s possession; (d) Endorse all checks and other forms of remittances received by Silicon; (e) Pay, warehouse receipts contest or other documents of title relating settle any lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (iiif) Grant extensions of time to sign pay, compromise claims and settle Accounts and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (g) Pay any sums required on account of Borrower’s taxes or to secure the name release of any Grantor on any notice to such Grantor’s Account Debtorsliens therefor, or both; (ivh) to sign the name of any Grantor on any proof of claim in bankruptcy against Account DebtorsSettle and adjust, and on notices of liengive releases of, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) any insurance claim that relates to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral and obtain payment therefor; (i) Instruct any third party having custody or to enforce any rights in respect control of any Collateralbooks or records belonging to, or relating to, Borrower to give Silicon the same rights of access and other rights with respect thereto as Silicon has under this Agreement; and (viiij) Take any action or pay any sum required of Borrower pursuant to settlethis Agreement and any other Loan Documents. Any and all reasonable sums paid and any and all reasonable costs, compromiseexpenses, compoundliabilities, adjust or defend obligations and attorneys’ fees incurred by Silicon with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any actions, suits or proceedings relating to all of the Obligations. In no event shall Silicon’s rights under the foregoing power of attorney or any of the Collateral; (ix) Silicon’s other rights under this Agreement be deemed to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor indicate that Silicon is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any control of the Collateralbusiness, and to do all other acts and things reasonably necessary to carry out the purposes management or properties of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Borrower.
Appears in 1 contract
Power of Attorney. Each Grantor The Debtor hereby irrevocably makes, constitutes and appoints the Administrative Collateral Agent (and all officers, employees or agents designated by acting through any authorized representative of the Administrative Collateral Agent) as such Grantorthe Debtor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with full power of substitution for each Grantor and in each Grantor’s name or otherwisesubstitution, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon following the occurrence and during the continuance continuation of a Cash Dominion an) Event or as otherwise permitted under of Default. The rights and powers granted the Credit Agreement, Collateral Agent by this appointment include but are not limited to the fight and power to: (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreementprosecute, and (ii) to receivedefend, endorsecompromise, assign and/or deliver or release any and all notes, acceptances, checks, drafts, money orders or other evidences of payment action relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) sign change of address forms to sign change the address to which the Debtor’s mail is to be sent to such address as the Collateral Agent shall designate; receive and open the Debtor’s mail; (iii) endorse the name of the Debtor in favor of the Collateral Agent upon any Grantor on and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Debtor on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading lading, storage receipts, warehouse receipts receipts, or other documents of title respectively relating to any of the Collateral; (iiiiv) to sign the name of any Grantor the Debtor on any notice to such Grantorthe Debtor’s Account DebtorsDebtors or; (iv) to sign the Debtor’s name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor the Debtor is a beneficiary; (xvi) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; the Debtor and (xivii) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal the Debtor. In connection with all or powers of attorney described above, the Debtor hereby grants unto the Collateral Agent (acting through any of the Collateral, and its authorized representatives) full power to do any and all other acts things necessary or appropriate in connection with the exercise of such powers as fully and things reasonably necessary effectually as the Debtor might or could do, hereby ratifying all that said attorney shall do or cause to carry out the purposes be done by virtue of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner . No power of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes attorney set forth above shall terminate when (a) be affected by any disability or incapacity suffered by the Commitments have expired Debtor and each shall survive the same. All powers conferred upon the Collateral Agent herein, being coupled with an interest, shall be irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized representative of the Collateral Agent. Notwithstanding anything herein to the contrary, the Debtor hereby appoints Collateral Agent its power of attorney to sign the Debtor’s name on any documents necessary to perfect or been terminated, (b) continue the principal perfection of and any security interest on each Loan and regardless of whether an Event of Default has occurred until all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated satisfied in full and Liquidation has commenced Collateral Agent is under no further obligation to make loans or advances hereunder. The Collateral Agent and then the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the extent then due and payable) (other than contingent indemnity obligations with respect Debtor for any act or failure to then unasserted claims) shall have been paid in fullact hereunder, (c) all Letters of Credit shall have expired except for their own gross negligence or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)willful misconduct.
Appears in 1 contract
Power of Attorney. Each Grantor The Assignor hereby irrevocably makes, constitutes and appoints the Administrative Agent (Bank and all officersany officer thereof, employees or agents designated by the Administrative Agent) with full power of substitution, as such Grantor’s its true and lawful agent and attorney-in-factfact with full irrevocable power and authority in the place and stead of the Assignor or in its name, and from time to time in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each GrantorBank’s name or otherwise, discretion for the use and benefit purpose of carrying out the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event terms of Default has occurredthis Assignment, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notesappropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Assignment and, acceptanceswithout limiting the generality of the foregoing, checksthe Assignor hereby gives the Bank the power and right on behalf of the Assignor, draftsduring a Default, money orders and without notice to or other evidences of payment relating assent by the Assignor, to do the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (i) following: to demand, collect, receive payment of, give endorse, and receipt for for, any and give discharges all monies, claims and releases other amounts due and to become due at any time in respect of all or any arising out of the CollateralGas Contract; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of amounts due under the Collateral or Gas Contract and to enforce any rights other right in respect of any Collateralthe Right of Payment pursuant to the Gas Contract; (viii) to settle, compromisecompromise or adjust any suit, compoundaction or proceeding described above, adjust and, in connection therewith, to give such discharges or defend any actionsreleases as the Bank may deem appropriate; to negotiate with, suits or proceedings relating enter into further agreements with, and otherwise deal with the other parties to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement Gas Contract with respect to or otherwise deal with all or any the Right of Payment pursuant to the Collateral, Gas Contract and the subject matter thereof; and to do at any time, or from time to time, all other acts and things reasonably which the Bank deems necessary to carry out protect or preserve the purposes Right of Payment pursuant to the Gas Contract and the Bank’s security interest and rights therein in order to effect the intent of this AgreementAssignment, all as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent effectively as the agent and attorney-in-fact Assignor might do. The Assignor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of the Grantors for the purposes set forth above attorney is a power coupled with an interest interest, will be irrevocable and is irrevocableshall terminate only upon payment in full of the Obligations and the termination of this Assignment. The appointment powers conferred upon the Bank hereunder are solely to protect the Bank’s interests in the Gas Contract and will not impose any duty upon it to exercise any such powers. The Bank will be accountable only for amounts that it actually receives as a result of the Administrative Agent as the agent and attorney-in-fact exercise of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)such powers.
Appears in 1 contract
Power of Attorney. Each Grantor irrevocably makesSeller grants to FGI an irrevocable power of attorney authorizing and permitting FGI, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the rightat its option, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit without notice to Seller to do any or all of the Administrative Agent and the Secured Parties, following: (a) at endorse the name of Seller on any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders checks or other evidences of payment relating whatsoever that may come into the possession of FGI regarding Purchased Accounts, their Related Rights or Collateral, including checks or other payment instruments received by FGI pursuant to the Collateral or any part thereofSection 8 hereof; and (cb) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit AgreementDefault, (i) to demandreceive, collect, receive payment of, give receipt for open and give discharges and releases of all or any of the Collateral; (ii) to sign the name dispose of any Grantor mail addressed to Seller and put FGI’s address on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating statements mailed to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (ivc) upon providing prior written notice to sign Seller, pay, settle, compromise, prosecute or defend any action, claim, conditional waiver and release, or proceeding relating to Purchased Accounts, their Related Rights or Collateral; (d) upon the occurrence of an Event of Default, notify in the name of any Grantor on any proof of claim in bankruptcy against Account Debtorsthe Seller, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms U.S. Post Office to change the address for delivery of mail addressed to which each Grantor’s mail is to be sent Seller to such address as the Administrative Agent shall FGI may designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained FGI shall be construed as requiring turn over to Seller all such mail not relating to Purchased Accounts, their Related Rights or obligating the Administrative Agent Collateral; (e) file any Financing Statements deemed necessary or any other Secured Party appropriate by FGI to make any inquiry as protect FGI’s interest in and to the nature Purchased Accounts, their Related Rights or sufficiency of any payment received by the Administrative Agent or any other Secured PartyCollateral, or under any provision of this Agreement; (f) upon the occurrence and during the continuance of an Event of Default, effect debits to present any demand deposit or file other deposit account that Seller maintains at any claim bank, trust company, savings and loan association, credit union, other financial institution or noticelike organization for any sums due to or from the Seller under this Agreement; and (g) and upon the occurrence and during the continuance of an Event of Default, to do all other things necessary and proper in order to carry out this Agreement. It is understood The powers and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is authority granted to FGI herein are coupled with an interest and are irrevocable until this Agreement is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan terminated and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)are fully satisfied.
Appears in 1 contract
Samples: Accounts and Security Agreement (Clean Diesel Technologies Inc)
Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon Upon the occurrence and during the ------------------- continuance of a Cash Dominion any Event of Default or as otherwise permitted under (b) ten (10) days following any request by Lender that Borrower take any or all of the Credit Agreementfollowing actions, (i) unless Lender's rights would be materially impaired by virtue of Borrower's failure to take any or all of such actions required to be taken by during such 10-day period, in which case the Grantors under Section 5.1 provisions of this AgreementSection 3.6 shall become automatically effective, each of the officers of Lender is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower (iiwithout requiring any of them to act as such) with full power of substitution to receive, endorse, assign and/or deliver do the following: (x) endorse the name of Borrower upon any and all notes, acceptances, checks, drafts, money orders orders, and other instruments for the payment of money that are payable to Borrower and constitute collections on Borrower's Accounts; (y) execute in the name of Borrower any financing statements, schedules, assignments, instruments, documents, and statements that Lender may deem necessary or desirable to enforce any Account or other evidences of payment relating to the Collateral or perfect Lender's security interest or lien in any part thereofCollateral; and (cz) upon do such other and further acts and deeds in the occurrence name of Borrower that Lender may deem necessary or desirable to enforce any Account or other Collateral or perfect Lender's security interest or lien in any Collateral. In addition, if Borrower breaches its obligation to direct payments of the proceeds of the Collateral to the Lockbox Account, Lender, as the irrevocably made, constituted and appointed true and lawful attorney for Borrower pursuant to this paragraph, may, by the signature or other act of any of Lender's officers (without requiring any of them to do so), direct any federal, state or fiscal intermediary. or, during the continuance of an Event of Default or Default, any private payor as otherwise permitted under the Credit Agreementwell, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any pay proceeds of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the Borrower by directing payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)Lockbox Account.
Appears in 1 contract
Samples: Loan and Security Agreement (New York Health Care Inc)
Power of Attorney. Each Grantor irrevocably makesBorrower hereby appoints Agent, constitutes and appoints its agents and designees, the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful agent agents and attorneyattorneys-in-fact, and in fact of such capacity the Administrative Agent shall have the rightBorrower, with full power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Partiessubstitution, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (bi) upon the occurrence and during the continuance of a Cash Dominion an Event or as otherwise permitted under of Default, upon prior written notice to Borrowers, receive, open and dispose of all mail addressed to such Borrower relating to the Credit AgreementCollateral, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) during the continuance of an Event of Default, upon prior written notice to receiveBorrowers, endorsenotify and direct the United States Post Office authorities by notice given in the name of such Bxxxxxxx and signed on its behalf, assign and/or deliver to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any and all notes, checks, acceptances, checks, drafts, money orders or other evidences instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to the Collateral or any part thereof; and such Collateral, (ciii) upon the occurrence and during the continuance of an Event of Default Default, upon prior or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any contemporaneous written notice to Bxxxxxxxx, send notices to such Grantor’s Account Debtors; Contract Debtors or account debtors, and (iv) to sign during the name continuance of any Grantor on any proof an Event of claim in bankruptcy against Account DebtorsDefault, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute do any and all suits, actions other things necessary or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary proper to carry out the purposes intent of this Agreement; and (b) at all times, as fully to do any and completely as though all other things necessary or proper to perfect and protect the Administrative Liens and rights of Agent was the absolute owner of the Collateral for all purposes; provided, however, and Lenders created under this Agreement. Each Borrower agrees that nothing herein contained shall be construed as requiring or obligating the Administrative neither Agent or any other Secured Party to make Lender nor any inquiry as to the nature of its agents, designees or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorneyattorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Grantors for the purposes set forth above is Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and is irrevocableshall be irrevocable during the term hereof. The appointment Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Administrative Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks)may determine.
Appears in 1 contract
Samples: Loan and Security Agreement (Regional Management Corp.)
