Common use of Powers and Duties of Assignee Clause in Contracts

Powers and Duties of Assignee. Assignee may compromise claims, complete or reject Assignor’s executory contracts, and discharge, at its option, any liens on the assets covered by this Assignment and any indebtedness that, under law, is entitled to priority of payment. Assignee shall have the power to open bank accounts in the name of Assignee or its nominees and deposit assigned assets or proceeds thereof in such bank accounts and draw checks thereon, borrow money, hypothecate and pledge the assets, and to do all matters and things that Assignor could have done prior to this Assignment. Assignee shall have the power to employ auctioneers, attorneys, accountants and any other additional personnel to whatever extent may be necessary to administer the Assignment Estate and to assist in the preparation and filing of any and all state, county, local or Federal tax returns as required. Any act or thing done by Assignee hereunder shall bind the Assignment Estate and Assignee only in its capacity as Assignee for the benefit of creditors. Assignee shall have the right to xxx as the successor of Assignor or Assignee is hereby given the right and power to institute and prosecute legal proceedings in the name of Assignor, the same as if the Assignor itself had instituted and prosecuted such proceedings or actions. Assignee is hereby authorized and has the right to defend all actions instituted against the Assignor and to appear on behalf of the Assignor in all proceedings (legal or otherwise) in which Assignor is a party. Assignor does hereby appoint Assignee as Assignor’s attorney-in-fact, with full power to act for and in the place of Assignor in such actions or proceedings or in any other matters, including the right to verify, on behalf of Assignor, and with respect to all documents of any nature whatsoever, including all pleadings, which are part of any legal proceedings. Assignor does hereby grant to Assignee the right to act for, and in the place of, Assignor in any type of proceeding under title 11 of the United States Code, Sections 101 et seq. (the “Bankruptcy Code”), including the right to defend any petitions or actions filed against Assignor under the Bankruptcy Code.

Powers and Duties of Assignee. Assignee may compromise claims, complete or reject Assignor’s executory contracts, and discharge, at its option, any liens on the assets covered by this Assignment and any indebtedness that, under law, is entitled to priority of payment. Assignee shall have the power to open bank accounts in the name of Assignee or its nominees and deposit assigned assets or proceeds thereof in such bank accounts and draw checks thereon, borrow money, hypothecate and pledge the assets, and to do all matters and things that Assignor could have done prior to this Assignment. Assignee shall have the power to employ auctioneers, attorneys, accountants and any other additional personnel to whatever extent may be necessary to administer the Assignment Estate and to assist in the preparation and filing of any and all state, county, local or Federal tax returns as required. Any act or thing done by Assignee hereunder shall bind the Assignment Estate and Assignee only in its capacity as Assignee for the benefit of creditors. Assignee shall have the right to xxx sue as the successor of Assignor or Assignee is hereby given the right and power to institute and prosecute legal proceedings in the name of Assignor, the same as if the Assignor itself had instituted and prosecuted such proceedings or actions. Assignee is hereby authorized and has the right to defend all actions instituted against the Assignor and to appear on behalf of the Assignor in all proceedings (legal or otherwise) in which Assignor is a party. Assignor does hereby appoint Assignee as Assignor’s attorney-in-fact, with full power to act for and in the place of Assignor in such actions or proceedings or in any other matters, including the right to verify, on behalf of Assignor, and with respect to all documents of any nature whatsoever, including all pleadings, which are part of any legal proceedings. Assignor does hereby grant to Assignee the right to act for, and in the place of, Assignor in any type of proceeding under title 11 of the United States Code, Sections 101 et seq. (the “Bankruptcy Code”), including the right to defend any petitions or actions filed against Assignor under the Bankruptcy Code.

Powers and Duties of Assignee. Assignee may compromise claims, complete or reject Assignor’s 's executory contracts, and discharge, at its option, any liens on the assets covered by this Assignment and any indebtedness that, under law, is entitled to priority of payment. Assignee shall have the power to open bank accounts in the name of Assignee or its nominees and deposit assigned assets or proceeds thereof in such bank accounts and draw checks thereon, borrow money, hypothecate and pledge the assets, and to do all matters and things that Assignor could have done prior to this Assignment. Assignee shall have the power to employ auctioneers, attorneys, accountants and any other additional personnel to whatever extent may be necessary to administer the Assignment Estate and to assist in the preparation and filing of any and all state, county, local or Federal tax returns as required. Any act or thing done by Assignee hereunder shall bind the Assignment Estate and Assignee only in its capacity as Assignee for the benefit of creditors. Assignee shall have the right to xxx as the successor of Assignor or Assignee is hereby given the right and power to institute and prosecute legal proceedings in the name of Assignor, the same as if the Assignor itself had instituted and prosecuted such proceedings or actions. Assignee is hereby authorized and has the right to defend all actions instituted against the Assignor and to appear on behalf of the Assignor in all proceedings (legal or otherwise) in which Assignor is a party. Assignor does hereby appoint Assignee as Assignor’s 's attorney-in-fact, with full power to act for and in the place of Assignor in such actions or proceedings or in any other matters, including the right to verify, on behalf of Assignor, and with respect to all documents of any nature whatsoever, including all pleadings, which are part of any legal proceedings. Assignor does hereby grant to Assignee the right to act for, and in the place of, Assignor in any type of proceeding under title 11 of the United States Code, Sections 101 et seq. (the “"Bankruptcy Code”"), including the right to defend any petitions or actions filed against Assignor under the Bankruptcy Code.

Powers and Duties of Assignee. Assignee may compromise claims, complete or reject Assignor’s executory contracts, and discharge, at its option, any liens on the assets covered by this Assignment and any indebtedness that, under law, is entitled to priority of payment. Assignee shall have the power to open bank accounts in the name of Assignee or its nominees and deposit assigned assets or proceeds thereof in such bank accounts and draw checks thereon, borrow money, hypothecate and pledge the assets, and to do all matters and things that Assignor could have done prior to this Assignment. Assignee shall have the power to employ auctioneers, attorneys, accountants and any other additional personnel to whatever extent may be necessary to administer the Assignment Estate and to assist in the preparation and filing of any and all state, county, local or Federal tax returns as required. Any act or thing done by Assignee hereunder shall bind the Assignment Estate and Assignee only in its capacity as Assignee for the benefit of creditors. Assignee shall have the right to xxx as the successor of Assignor or Assignor, and Assignee is hereby given the right and power to institute and prosecute legal proceedings in the name of Assignor, the same as if the Assignor itself had instituted and prosecuted such proceedings or actions. Assignee is hereby authorized and has the right to defend all actions instituted against the Assignor and to appear on behalf of the Assignor in all proceedings (legal or otherwise) in which Assignor is a party. Assignor does hereby appoint Assignee as Assignor’s attorney-in-fact, with full power to act for and in the place of Assignor in such actions or proceedings or in any other matters, including the right to verify, on behalf of Assignor, and with respect to all documents of any nature whatsoever, including all pleadings, which are part of any legal proceedings. Assignor does hereby grant to Assignee the right to act for, and in the place of, Assignor in any type of proceeding under title 11 of the United States Code, Sections 101 et seq. (the “Bankruptcy Code”), including the right to defend any petitions or actions filed against Assignor under the Bankruptcy Code. Further, on the date that this Assignment is accepted by Assignee, Assignee shall succeed to all of the rights and privileges of Assignor, including any attorney-client privilege, in respect to any potential or actual claims, cases, controversies, causes of action, etc. and shall be deemed to be a representative of Assignor with respect to all such potential or actual claims, cases, controversies, causes of action, etc.

Powers and Duties of Assignee. Subject to the terms of the Operating Agreement, including without limitation the Budget referred to therein, Assignee may compromise claims, complete shall have all powers necessary to marshal and liquidate the estate including but not limited to: To collect any and all accounts receivable and obligations owing to Assignor and not otherwise sold by Assignee; To sell or reject Assignor’s executory contracts, and discharge, at its option, any liens on the assets covered by this Assignment and any indebtedness that, under law, is entitled to priority otherwise dispose of paymentall personal property of Assignor in such manner as Assignee deems best. Assignee shall have the power to open bank accounts execute any and all documents necessary to effectuate the sale of said property and to convey title to same. To sell or otherwise dispose of all tangible and intangible personal property of Assignor, including but not limited to all of Assignor's machinery, equipment, inventory, service or trademarks, trade names, patents, franchises, causes or choses in the name of Assignee or its nominees action and deposit assigned assets or proceeds thereof general intangibles in such bank accounts and draw checks thereon, borrow money, hypothecate and pledge the assets, and to do all matters and things that Assignor could have done prior to this Assignmentmanner as Assignee deems best. Assignee shall have the power to execute any and all documents necessary to effectuate the sale of this property and to convey title to same. In this regard, Assignee shall have the power to employ auctioneersan auctioneer to appraise said assets and to conduct any public sale of the assets and to advertise said sale in such manner as Assignee deems best. Assignee shall have the power to execute bills of sale and any other such documents necessary to convey right, title and interest in to Assignor's property to any bona fide buyer. To employ attorneys, accountants and any other additional personnel to whatever extent may be necessary to administer the Assignment Estate assets and claims of the assignment estate and to assist in the preparation and filing of any and all stateState, county, local County or Federal tax returns Tax Returns as required. Any act To require all of Assignor's creditors to whom any balance is owing to submit verified statements to Assignee of said claim(s), pursuant to California Code of Civil Procedure §1802. To settle any and all claims against or thing done by Assignee hereunder shall bind in favor of Assignor, with the Assignment Estate and Assignee only full power to compromise, or, in its capacity as Assignee for the benefit of creditors. Assignee shall have the right Assignee's sole discretion, to xxx as the successor or be sued, and to prosecute or defend any claim or claims of Assignor or Assignee is hereby given the right and power to institute and prosecute legal proceedings any nature whatsoever existing in favor of Assignor. To open bank accounts in the name of the Assignee or its nominees or agents and to deposit assigned assets or the proceeds thereof in such bank accounts and to draw checks thereon and with the further power and authority to do such acts and execute such papers and documents in connection with this general assignment as Assignee may deem necessary or advisable. To apply the net proceeds arising from the operation of and liquidation of all of the real and personal property of Assignor, including, without limitation, leasehold interests (including the same Ground Sublease, as if defined in the Indenture), equipment, inventory, accounts, contract rights, chattel paper, general intangibles and products and proceeds thereof in the following amounts as to amounts only and not time of distribution, as follows: FIRST, to deduct all sums which Assignee shall pay for the discharge of any valid lien on any of said property and any indebtedness which under the law is entitled to priority of payment including, but not limited to, any valid lien to secure the Indebtedness (as defined in the Operating Agreement). SECOND, all costs and expenses incidental to the administration of the assignment estate, including the payment of a reasonable fee to the Assignee, as that term is hereinafter defined and the payment of reasonable compensation for the services of attorneys for the Assignee, accountants to the Assignee, attorneys to the Assignor itself had instituted for services related to the making of and prosecuted administration of the general assignment and any other professionals the Assignee deems necessary to properly administer the assignment estate. THIRD, all federal taxes of any nature whatsoever owing as of the date of this general assignment, or other such proceedings or actionsclaim of any federal governmental agency as defined under 31 U.S.C. §3713, including but not limited to federal withholding taxes, federal unemployment taxes and any other federal income, excise, property and employment taxes. Assignee is hereby authorized FOURTH, all state, county and has municipality taxes of any nature whatsoever owing as of the right date of this general assignment, including but not limited to defend employment, property and income taxes. FIFTH, all actions instituted against the Assignor and to appear on behalf monies due employees of the Assignor in all proceedings (legal or otherwise) in which Assignor is a partyentitled to priority as defined under California Code of Civil Procedure §1204 and §1204.5 up to the statutory maximum. Assignor does hereby appoint Assignee as Assignor’s attorney-in-factSIXTH, with full power the exception of those classes set forth above, all distributions to act other creditors shall be, within each class, pro-rata in accordance with the terms of each creditor's indebtedness, until all such debts are paid in full. No payment shall be made to any creditor whose claim is otherwise disputed until such time as that creditor’s claim is resolved. The creditor’s otherwise pro-rata share of such distribution shall be fully reserved for and by the Assignee until such time as the dispute is resolved. Disputed claims shall include a dispute related to any avoidance action the Assignee may have under state law. The Assignee may make interim distributions whenever the Assignee has accumulated sufficient funds to enable it to make a reasonable distribution. No distribution shall be in an amount less than $100,000 (in the place aggregate) except the final distribution. SEVENTH, any monies (distributions) unclaimed by creditors ninety days after the final distribution to unsecured creditors (if any) or the termination of the administration of the estate created by this general assignment, shall be re-distributed to all known unsecured creditors, being those creditors who cashed their respective dividend checks from the assignment estate, so long as any such distribution exceeds one percent of each such creditor’s allowed claim. EIGHTH, the surplus, if any, of the assignment estate funds, when all debts of the Assignor shall have been paid in such actions full, shall be paid and transferred to the holders of the equity of said Assignor, as per the list of equity holders provided with the making of this general assignment. To do and perform any and all other acts necessary and proper for the liquidation or proceedings or in any other mattersdisposition of the assets, including the right but not limited to verify, on behalf of Assignorabandonment, and with respect to all documents of any nature whatsoever, including all pleadings, which are part of any legal proceedings. Assignor does hereby grant to Assignee the right to act for, and in the place of, Assignor in any type of proceeding under title 11 distribution of the United States Code, Sections 101 et seq. (the “Bankruptcy Code”), including the right proceeds derived therefrom to defend any petitions or actions filed against Assignor under the Bankruptcy CodeAssignor's creditors.

Powers and Duties of Assignee. Assignee may compromise claims, complete or reject Assignor’s 's executory contracts, and discharge, at its option, any liens on the assets covered by this Assignment and any indebtedness that, under law, is entitled to priority of payment. Assignee shall have the power to open bank accounts in the name of Assignee or its nominees and deposit assigned assets or proceeds thereof in such bank accounts and draw checks thereon, borrow money, hypothecate and pledge the assets, and to do all matters and things that Assignor could have done prior to this Assignment. Assignee shall have the power to employ auctioneers, attorneys, accountants and any other additional personnel to whatever extent may be necessary to administer the Assignment Estate and to assist in the preparation and filing of any and all state, county, local or Federal tax returns as required. Any act or thing done by Assignee hereunder shall bind the Assignment Estate and Assignee only in its capacity as Assignee for the benefit of creditors. Assignee shall have the right to xxx as the successor of Assignor or Assignee is hereby given the right and power to institute and prosecute legal proceedings in the name of Assignor, the same as if the Assignor itself had instituted and prosecuted such proceedings or actions. Assignee is hereby authorized and has the right to defend all actions instituted against the Assignor and to appear on behalf of the Assignor in all proceedings (legal or otherwise) in which Assignor is a party. Assignor does hereby appoint Assignee as Assignor’s 's attorney-in-fact, with full power to act for and in the place of placeof Assignor in such actions or proceedings or in any other matters, including the right to verify, on behalf of Assignor, and with respect to all documents of any nature whatsoever, including all pleadings, which are part of partof any legal proceedings. Assignor does hereby grant to Assignee the right to act for, and in the place of, Assignor in any type of proceeding under title 11 of the United States Code, Sections 101 et seq. (the “"Bankruptcy Code”"), including the right to defend any petitions or actions filed against Assignor under the Bankruptcy Code.