Powers of the Secured Party. (a) The Company hereby irrevocably designates and appoints the Lender as its attorney-in-fact, with full power of substitution, for the purposes of carrying out the provisions of this Agreement and taking any action and executing any instrument, including,without limitation, any financing statement or continuation statement, and taking any other action to maintain the validity, perfection, priority and enforcement of the security interest intended to be created hereunder, that the Lender may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. (b) Without limiting the generality of Section 5(a) hereof, the Company hereby irrevocably authorizes and empowers the Lender, upon the occurrence and during the continuation of any Event of Default, at the expense of the Company, either in the Lender's own name or in the name of the Company, at any time and from time to time: (i) to ask, demand, receive, issue a receipt for, give acquittance for, settle and compromise any and all monies which may be or become due or payable or remain unpaid at any time or times to the Company, and any and all other property which may be or become deliverable at any time or times to the Company, under or with respect to the Collateral; (ii) to endorse any drafts, checks, orders or other instruments for the payment of money payable to the Company on account of the Collateral (including any such draft, check, order or instrument issued by any insurance company payable jointly to the Company and the Lender); and (iii) to settle, compromise, prosecute or defend any action, claim or proceeding, or take any other action, all either in its own name or in the name of the Company or otherwise, which the Lender may deem to be necessary or advisable for the purpose of exercising and enforcing its powers and rights under this Agreement or in furtherance of the purposes hereof, including any action which by the terms of this Agreement is to be taken by the Company. (c) Nothing in this Agreement shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any other action with respect to any of the Collateral or any part thereof or the amounts due or to become due in respect thereof or any property covered thereby, or to collect or enforce the payment of any amounts assigned to it or to which it may otherwise be entitled hereunder at any time or times other than to account for amounts or Collateral received. (d) The Lender shall be entitled at any time to file this Agreement, or a carbon, photographic or any other reproduction of this Agreement, as a financing statement, but the failure of the Lender to do so shall not impair the validity or enforceability of this Agreement. The Lender shall have no duty to comply with any recording, filing or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the Lender's rights in or to, any of the Collateral.
Appears in 2 contracts
Samples: Security and Pledge Agreement (Transamerican Energy Corp), Security and Pledge Agreement (Transtexas Gas Corp)
Powers of the Secured Party. (a) The Company hereby irrevocably designates and appoints the Lender Trustee as its attorney-in-fact, with full power of substitution, for the purposes of carrying out the provisions of this Agreement and taking any action and executing any instrument, including,without limitation, any financing statement or continuation statement, and taking any other action to maintain the validity, perfection, priority and enforcement of the security interest intended to be created hereunder, instrument that the Lender Trustee may reasonably deem necessary or advisable request pursuant to accomplish the purposes hereofthis Agreement, which appointment as attorney-in-fact is irrevocable and coupled with an interest.
(b) Without limiting the generality of Section 5(a) hereof, the Company hereby irrevocably authorizes and empowers the LenderTrustee for the equal and ratable benefit of the Noteholders, upon the occurrence and during the continuation of any Event of Default, at the expense of the Company, either in the LenderTrustee's own name or in the name of the Company, at any time and from time to time:
(i) to ask, demand, receive, issue a receipt for, give acquittance for, settle and compromise any and all monies which may be or become due or payable or remain unpaid at any time or times to the Company, and any and all other property which may be or become deliverable at any time or times to the Company, under or with respect to the Collateral;
(ii) to endorse any drafts, checks, orders or other instruments for the payment of money payable to the Company on account of the Collateral (including any such draft, check, order or instrument issued by any insurance company payable jointly to the Company and the Lender)Collateral; and
(iii) to settle, compromise, prosecute or defend any action, claim or proceeding, or take any other action, all either in its own name or in the name of the Company or otherwise, which the Lender Trustee may deem to be necessary or advisable for the purpose of exercising and enforcing its powers and rights under this Agreement or in furtherance of the purposes hereof, including any action which by the terms of this Agreement is to be taken by the Company.
(c) Nothing in this Agreement shall be construed as requiring or obligating the Lender Trustee to make any commitment demand or to make any inquiry as to the nature or sufficiency of any payment received by it, it or to present or file any claim or notice, or to take any other action with respect to any of the Collateral or any part thereof or the amounts due or to become due in respect thereof or under any property covered therebythereof, or to collect or enforce the payment of any amounts assigned to it or to which it may otherwise be entitled hereunder at any time or times other than to account for amounts or Collateral received.
(d) The Lender Trustee shall be entitled at any time to file this Agreement, or a carbon, facsimile, photocopy, photographic or any other reproduction of this Agreement, as a financing statement, but the failure of the Lender Trustee to do so shall not impair the validity or enforceability of this Agreement. The Lender Trustee shall have no duty to comply with any recording, filing or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the LenderTrustee's rights in or to, any of the Collateral.
(e) In its discretion, the Trustee may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral and pay any necessary filing fees. The Company agrees to reimburse the Trustee on demand for any and all reasonable expenditures so made with interest on unpaid amounts at the maximum rate permitted bylaw. The Trustee shall have no obligation to the Company to make any such expenditures, nor shall the making thereof relieve the Company of any default.
(f) The Trustee shall not have any obligation or liability by reason of or arising out of this Agreement or the receipt by the Trustee of any payment relating to any of the Collateral, nor shall the Trustee be obligated in any manner to make inquiry as to the nature or sufficiency of any payment received by the Trustee in respect of the Collateral, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Trustee or to which the Trustee may be entitled at any time or times other than to account for amounts or Collateral received. The Trustee's sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under 9-207 of the UCC or otherwise, shall be to deal with such Collateral in the same manner as the Trustee deals with similar property for its own account.
(g) The Trustee may at any time, at its option, after an Event of Default has occurred and is continuing, transfer to itself or any nominee any securities constituting Collateral, receive any income thereon and hold such income as additional Collateral or apply it to the Indebtedness. Regardless of the adequacy of Collateral or any other security for the Indebtedness, any deposits or other sums at any time credited by or due from the Trustee to the Company may at any time be applied to or set off against any of the Indebtedness.
(h) If an Event of Default known to the Trustee shall have occurred and be continuing, the Trustee shall, without notice to or demand upon the Company, so notify the Disbursement Agent and execute and deliver the Trustee's Certificate (as defined in the Disbursement Agreement) pursuant to Section 5.1 of the Disbursement Agreement. The Trustee shall apply the proceeds of collection of all Collateral, including, without limitation, Cash and Cash Equivalents received by the Trustee to the Indebtedness, such proceeds to be immediately entered after final payment in cash of the items giving rise to them.
Appears in 1 contract
Samples: Security Agreement (XCL LTD)
Powers of the Secured Party. (a) The Company Each of the Companies hereby irrevocably designates and appoints the Lender Secured Party as its attorney-in-fact, with full power of substitution, for the purposes of carrying out the provisions of this Agreement and taking any action and executing any instrument, including,, without limitation, any financing statement or continuation statement, and taking any other action to maintain the validity, perfection, priority and enforcement of the security interest intended to be created hereunder, that the Lender Secured Party may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest.
(b) Without limiting the generality of Section 5(a) hereof, each of the Company Companies hereby irrevocably authorizes and empowers the LenderSecured Party, upon the occurrence and during the continuation of any Event of Default, at the expense of the Companysuch Companies, either in the LenderSecured Party's own name or in the name of the Companyany Companies, at any time and from time to time:
(i) to ask, demand, receive, issue a receipt for, give acquittance for, settle and compromise any and all monies which may be or become due or payable or remain unpaid at any time or times to any of the CompanyCompanies, and any and all other property which may be or become deliverable at any time or times to any of the CompanyCompanies, under or with respect to the Collateral;
(ii) to endorse any drafts, checks, orders or other instruments for the payment of money payable to any of the Company Companies on account of the Collateral (including any such draft, check, order or instrument issued by any insurance company payable jointly to any of the Company Companies and the LenderSecured Party); and
(iii) to settle, compromise, prosecute or defend any action, claim or proceeding, or take any other action, all either in its own name or in the name of any of the Company Companies or otherwise, which the Lender Secured Party may deem to be necessary or advisable for the purpose of exercising and enforcing its powers and rights under this Agreement or in furtherance of the purposes hereof, including any action which by the terms of this Agreement is to be taken by any of the CompanyCompanies.
(c) Nothing in this Agreement shall be construed as requiring or obligating the Lender Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any other action with respect to any of the Collateral or any part thereof or the amounts due or to become due in respect thereof or any property covered thereby, or to collect or enforce the payment of any amounts assigned to it or to which it may otherwise be entitled hereunder at any time or times other than to account for amounts or Collateral received.
(d) The Lender Secured Party shall be entitled at any time to file this Agreement, or a carbon, photographic or any other reproduction of this Agreement, as a financing statement, but the failure of the Lender Secured Party to do so shall not impair the validity or enforceability of this Agreement. The Lender Secured Party shall have no duty to comply with any recording, filing or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the LenderSecured Party's rights in or to, any of the Collateral.
(e) In its discretion, the Secured Party may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, make repairs thereto and pay any necessary filing fees. Each of the Companies agrees to reimburse the Secured Party on demand for any and all reasonable expenditures so made with interest on unpaid amounts at the maximum rate permitted by law. The Secured Party shall have no obligation to any of the Companies to make any such expenditures, nor shall the making thereof relieve any of the Companies of any default.
(f) Anything herein to the contrary notwithstanding, each of the Companies shall remain liable under each contract or agreement comprised in the Collateral to be observed or performed by such Companies thereunder. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of any of the Companies under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times other than to account for amounts or Collateral received, and no action taken or omitted shall give rise to any defense, counterclaim or right of action against the Secured Party, unless the Secured Party's actions are taken or omitted to be taken with gross negligence or bad faith or constitute willful misconduct. The Secured Party's sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account.
(g) If an Event of Default has occurred and is continuing, the Secured Party may at any time, at its option, transfer to itself or any nominee any securities constituting the Pledged Securities, receive any income thereon and hold such income as additional Collateral or apply it to the Obligations. Regardless of whether any Obligations are due, the Secured Party may demand, sue for, collect, or make any settlement or compromxxx, which it deems desirable with respect to the Collateral. Regardless of the adequacy of Collateral or any other security for the Obligations, any deposits or other sums at any time credited by or due from the Secured Party to any of the Companies may at any time be applied to or setoff against any of the Obligations.
(h) If an Event of Default has occurred and is continuing, the Secured Party shall have all of the rights with respect to the UCC Collateral as may be available to secured parties under the UCC.
(i) If an Event of Default shall have occurred and be continuing, each of the Companies shall, at the request of the Secured Party, notify obligors on chattel paper and general intangibles of the Companies and obligors on instruments for which any of the Companies is an obligee of the security interest of the Secured Party in any chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's agent therefor, and the Secured Party may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon the Companies, so notify said obligors. After the making of such a request or the giving of any such notification, each of the Companies shall hold any proceeds of collection of chattel paper, general intangibles and instruments received by such Companies as trustee for the Secured Party without commingling the same with other funds of such Companies and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. The Secured Party shall apply the proceeds of collection of chattel paper, general intangibles and instruments received by the Secured Party to the Obligations, such proceeds to be immediately entered after final payment in cash of the items giving rise to them.
Appears in 1 contract
Samples: Security and Pledge Agreement (American Real Estate Partners L P)
Powers of the Secured Party. (a) The Company Debtor hereby irrevocably designates and appoints the Lender Secured Party as its attorney-in-fact, with full power of substitution, for the purposes of carrying out the provisions of this Agreement and taking any action and executing any instrument, including,without limitation, any financing statement or continuation statement, and taking any other action to maintain the validity, perfection, priority and enforcement of the security interest intended to be created hereunder, instrument that the Lender Secured Party may reasonably deem necessary or advisable request pursuant to accomplish the purposes hereofthis Agreement, which appointment as attorney-in-fact is irrevocable and coupled with an interest.
(b) Without limiting the generality of Section 5(a) hereof, the Company Debtor hereby irrevocably authorizes and empowers the LenderSecured Party, upon after the occurrence and during the continuation continuance of any Event of Default, at the expense of the CompanyDebtor, either in the Lender's Secured Party’s own name or in the name of the CompanyDebtor, at any time and from time to time:
(i) to ask, demand, receive, issue a receipt for, give acquittance for, settle and compromise any and all monies which may be or become due or payable or remain unpaid at any time or times to the CompanyDebtor, and any and all other property which may be or become deliverable at any time or times to the CompanyDebtor, under or with respect to the Collateral;
(ii) to endorse any drafts, checks, orders or other instruments for the payment of money payable to the Company Debtor on account of the Collateral (including any such draft, check, order or instrument issued by any insurance company payable jointly to the Company Debtor and the LenderSecured Party); and
(iii) to settle, compromise, prosecute or defend any action, claim or proceeding, or take any other action, all either in its own name or in the name of the Company Debtor or otherwise, which the Lender Secured Party may deem to be necessary or advisable for the purpose of exercising and enforcing its powers and rights under this Agreement or in furtherance of the purposes hereof, including any action which by the terms of this Agreement is to be taken by the CompanyDebtor.
(c) Nothing in this Agreement shall be construed as requiring or obligating the Lender Secured Party to make any commitment demand or to make any inquiry as to the nature or sufficiency of any payment received by it, it or to present or file any claim or notice, or to take any other action with respect to any of the Collateral or any part thereof or the amounts due or to become due in respect thereof or under any property covered therebythereof, or to collect or enforce the payment of any amounts assigned to it or to which it may otherwise be entitled hereunder at any time or times other than to account for amounts or Collateral received.
(d) The Lender Secured Party shall be entitled at any time to file this Agreement, or a carbon, photographic or any other reproduction of this Agreement, as a financing statement, but the failure of the Lender Secured Party to do so shall not impair the validity or enforceability of this Agreement. The Lender Secured Party shall have no duty to comply with any recording, filing or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the Lender's Secured Party’s rights in or to, any of the Collateral.
(e) In its discretion, Secured Party may discharge taxes and other encumbrances not timely paid by Debtor as provided in the Credit Agreement at any time levied or placed on any of the Collateral, make repairs thereto and pay any necessary filing fees. The Debtor agrees to reimburse Secured Party on demand for any and all reasonable expenditures so made with interest on unpaid amounts at the maximum rate permitted by law. Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof relieve the Debtor of any Event of Default.
(f) Anything herein to the contrary notwithstanding, the Debtor shall remain liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder. Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by Secured Party of any payment relating to any of the Collateral, nor shall Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to or force any performance or to collect the payment of any amounts which may have been assigned to Secured Party or to which Secured Party may be entitled at any time or times other than to account for amounts or Collateral received. Secured Party’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under §9-207 of the UCC or otherwise, shall be to deal with such Collateral in the same manner as Secured Party deals with similar property for its own account.
(g) After the occurrence and during the continuance of an Event of Default, Secured Party may demand, xxx for, collect, or make any settlement or compromise which it deems desirable with respect to the Collateral. After the occurrence of an Event of Default regardless of the adequacy of Collateral or any other security for the Indebtedness, any deposits or other sums at any time credited by or due from Secured Party to the Debtor may at any time be applied to or set off against any of the Indebtedness.
(h) If an Event of Default shall have occurred and is continuing, the Debtor shall, at the request of Secured Party, notify obligors on chattel paper and general intangibles of the Debtor and obligors on instruments for which the Debtor is an obligee of the security interest of Secured Party in any chattel paper, general intangible or instrument and that payment thereof is to be made directly to Secured Party or to any financial institution designated by Secured Party as Secured Party’s agent therefor, and Secured Party may itself, if an Event of Default shall have occurred and is continuing, without notice to or demand upon the Debtor, so notify said obligors. After the making of such a request or the giving of any such notification, the Debtor shall hold any proceeds of collection of chattel paper, general intangibles and instruments received by the Debtor as trustee for Secured Party without commingling the same with other funds of the Debtor and shall turn the same over to Secured Party in the identical form received, together with any necessary endorsements or assignments. Secured Party shall apply the proceeds of collection of chattel paper, general intangibles and instruments received by Secured Party to the Indebtedness, such proceeds to be immediately entered after final payment in cash of the items giving rise to them.
Appears in 1 contract
Powers of the Secured Party. (a) The Company hereby irrevocably designates and appoints the Lender Secured Party as its attorney-in-fact, with full power of substitution, for the purposes of carrying out the provisions of this Agreement and taking any action and executing any instrument, including,, without limitation, any financing statement or continuation statement, and taking any other action to maintain the validity, perfection, priority and enforcement of the security interest intended to be created hereunder, that the Lender Secured Party may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest.
(b) Without limiting the generality of Section 5(a) hereof, the Company hereby irrevocably authorizes and empowers the LenderSecured Party, upon the occurrence and during the continuation of any Event of Default, at the expense of the Company, either in the Lender's Secured Party"s own name or in the name of the Company, at any time and from time to time:
(i) to ask, demand, receive, issue a receipt for, give acquittance for, settle and compromise any and all monies which may be or become due or payable or remain unpaid at any time or times to the Company, and any and all other property which may be or become deliverable at any time or times to the Company, under or with respect to the Collateral;
(ii) to endorse any drafts, checks, orders or other instruments for the payment of money payable to the Company on account of the Collateral (including any such draft, check, order or instrument issued by any insurance company payable jointly to the Company and the LenderSecured Party); and
(iii) to settle, compromise, prosecute or defend any action, claim or proceeding, or take any other action, all either in its own name or in the name of the Company or otherwise, which the Lender Secured Party may deem to be necessary or advisable for the purpose of exercising and enforcing its powers and rights under this Agreement or in furtherance of the purposes hereof, including any action which by the terms of this Agreement is to be taken by the Company.
(c) Nothing in this Agreement shall be construed as requiring or obligating the Lender Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any other action with respect to any of the Collateral or any part thereof or the amounts due or to become due in respect thereof or any property covered thereby, or to collect or enforce the payment of any amounts assigned to it or to which it may otherwise be entitled hereunder at any time or times other than to account for amounts or Collateral received.
(d) The Lender Secured Party shall be entitled at any time to file this Agreement, or a carbon, photographic or any other reproduction of this Agreement, as a financing statement, but the failure of the Lender Secured Party to do so shall not impair the validity or enforceability of this Agreement. The Lender Secured Party shall have no duty to comply with any recording, filing or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the LenderSecured Party's rights in or to, any of the Collateral.
(e) In its discretion, the Secured Party may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, make repairs thereto and pay any necessary filing fees. Company agrees to reimburse the Secured Party on demand for any and all reasonable expenditures so made with interest on unpaid amounts at the maximum rate permitted by law. The Secured Party shall have no obligation to Company to make any such expenditures, nor shall the making thereof relieve Company of any default.
(f) Anything herein to the contrary notwithstanding, Company shall remain liable under each contract or agreement comprised in the Collateral to be observed or performed by Company thereunder. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times other than to account for amounts or Collateral received, and no action taken or omitted shall give rise to any defense, counterclaim or right of action against the Secured Party, unless the Secured Party"s actions are taken or omitted
Appears in 1 contract
Samples: Security and Pledge Agreement (Transtexas Gas Corp)
Powers of the Secured Party. (a) The Company hereby irrevocably designates and appoints the Lender as its attorney-in-fact, with full power of substitution, for the purposes of carrying out the provisions of this Agreement and taking any action and executing any instrument, including,, without limitation, any financing statement or continuation statement, and taking any other action to maintain the validity, perfection, priority and enforcement of the security interest intended to be created hereunder, that the Lender may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest.
(b) Without limiting the generality of Section 5(a) hereof, the Company hereby irrevocably authorizes and empowers the Lender, upon the occurrence and during the continuation of any Event of Default, at the expense of the Company, either in the Lender's own name or in the name of the Company, at any time and from time to time:
(i) to ask, demand, receive, issue a receipt for, give acquittance for, settle and compromise any and all monies which may be or become due or payable or remain unpaid at any time or times to the Company, and any and all other property which may be or become deliverable at any time or times to the Company, under or with respect to the Pledged Collateral;
(ii) to endorse any drafts, checks, orders or other instruments for the payment of money payable to the Company on account of the Pledged Collateral (including any such draft, check, order or instrument issued by any insurance company payable jointly to the Company and the Lender); and
(iii) to settle, compromise, prosecute or defend any action, claim or proceeding, or take any other action, all either in its own name or in the name of the Company or otherwise, which the Lender may deem to be necessary or advisable for the purpose of exercising and enforcing its powers and rights under this Agreement or in the furtherance of the purposes hereof, including any action which by the terms of this Agreement is to be taken by the Company.
(c) Nothing in this Agreement shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any other action with respect to any of the Pledged Collateral or any part thereof or the amounts due or to become due in respect thereof or any property covered thereby, or to collect or enforce the payment of any amounts assigned to it or to which it may otherwise be entitled hereunder at any time or times other than to account for amounts or Pledged Collateral received.
(d) The Lender shall be entitled at any time to file this Agreement, or a carbon, photographic or any other reproduction of this Agreement, as a financing statement, but the failure of the Lender to do so shall not impair the validity or enforceability of this Agreement. The Lender shall have no duty to comply with any recording, filing or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the Lender's rights in or to, any of the Pledged Collateral.
(e) In its discretion, the Lender may discharge taxes and other encumbrances at any time levied or placed on any of the Pledged Collateral, make repairs thereto and pay any necessary filing fees. The Company agrees to reimburse the Lender on demand for any and all reasonable expenditures so made with interest on unpaid amounts at the maximum rate permitted by law. The Lender shall have no obligation to the Company to make any such expenditures, nor shall the making thereof relieve the Company of any default.
(f) The Lender's sole duty with respect to the custody, safe keeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Pledged Collateral in the same manner as the Lender deals with similar property for its own account.
(g) If an Event of Default has occurred and is continuing, the Lender may at any time at its option, transfer to itself or any nominee any securities constituting the Pledged Collateral, receive any income thereon and hold such income as additional Pledged Collateral or apply it to the Indebtedness.
Appears in 1 contract
Samples: Security and Pledge Agreement (Transamerican Energy Corp)
Powers of the Secured Party. (a) The Company Debtor hereby irrevocably designates and appoints the Lender Secured Party as its attorney-in-fact, with full power of substitution, for the purposes of carrying out the provisions of this Agreement and taking any action and executing any instrument, including,without limitation, any financing statement or continuation statement, and taking any other action to maintain the validity, perfection, priority and enforcement of the security interest intended to be created hereunder, instrument that the Lender Secured Party may reasonably deem necessary or advisable request pursuant to accomplish the purposes hereofthis Agreement, which appointment as attorney-in-fact is irrevocable and coupled with an interest.
(b) Without limiting the generality of Section 5(a) hereof, the Company Debtor hereby irrevocably authorizes and empowers the LenderSecured Party, upon after the occurrence and during the continuation of any Event of Default, at the expense of the CompanyDebtor, either in the LenderSecured Party's own name or in the name of the CompanyDebtor, at any time and from time to time:
(i) to ask, demand, receive, issue a receipt for, give acquittance for, settle and compromise any and all monies which may be or become due or payable or remain unpaid at any time or times to the CompanyDebtor, and any and all other property which may be or become deliverable at any time or times to the CompanyDebtor, under or with respect to the Collateral;
(ii) to endorse any drafts, checks, orders or other instruments for the payment of money payable to the Company Debtor on account of the Collateral (including any such draft, check, order or instrument issued by any insurance company payable jointly to the Company Debtor and the LenderSecured Party); and
(iii) to settle, compromise, prosecute or defend any action, claim or proceeding, or take any other action, all either in its own name or in the name of the Company Debtor or otherwise, which the Lender Secured Party may deem to be necessary or advisable for the purpose of exercising and enforcing its powers and rights under this Agreement or in furtherance of the purposes hereof, including any action which by the terms of this Agreement is to be taken by the CompanyDebtor.
(c) Nothing in this Agreement shall be construed as requiring or obligating the Lender Secured Party to make any commitment demand or to make any inquiry as to the nature or sufficiency of any payment received by it, it or to present or file any claim or notice, or to take any other action with respect to any of the Collateral or any part thereof or the amounts due or to become due in respect thereof or under any property covered therebythereof, or to collect or enforce the payment of any amounts assigned to it or to which it may otherwise be entitled hereunder at any time or times other than to account for amounts or Collateral received.
(d) The Lender Secured Party shall be entitled and authorized at any time to file this Agreement, or a carbon, photographic or any other reproduction of this Agreement, as a financing statement or any other Uniform Commercial Code financing statement, continuation statement and financing statement amendment, covering all of the Collateral or any portion thereof, which may be filed as such without the signature of the Debtor where and to the full extent permitted by applicable law, but the failure of the Lender Secured Party to do so shall not impair the validity or enforceability of this Agreement. The Lender Secured Party shall have no duty to comply with any recording, filing or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the LenderSecured Party's rights in or to, any of the Collateral.
(e) In its discretion, Secured Party may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, make repairs thereto and pay any necessary filing fees. The Debtor agrees to reimburse Secured Party on demand for any and all reasonable expenditures so made with interest on unpaid amounts at the maximum rate permitted by law. Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof relieve the Debtor of any Event of Default.
(f) Anything herein to the contrary notwithstanding, the Debtor shall remain liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder. Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by Secured Party of any payment relating to any of the Collateral, nor shall Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to or force any performance or to collect the payment of any amounts which may have been assigned to Secured Party or to which Secured Party may be entitled at any time or times other than to account for amounts or Collateral received. Secured Party's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Sections. 9-207 of the UCC or otherwise, shall be to deal with such Collateral in the same manner as Secured Party deals with similar property for its own account.
(g) Upon an Event of Default and for so long as same is continuing, whether or not any Indebtedness is due, Secured Party may demand, xxx for, collect, or make any settlement or compromise which it deems desirable with respect to the Collateral. Regardless of the adequacy of Collateral or any other security for the Indebtedness, any deposits or other sums at any time credited by or due from Secured Party to the Debtor may at any time be applied to or set off against any of the Indebtedness.
(h) If an Event of Default shall have occurred and is continuing, the Debtor shall, at the request of Secured Party, notify obligors on chattel paper and general intangibles of the Debtor and obligors on instruments for which the Debtor is an obligee of the security interest of Secured Party in any chattel paper, general intangible or instrument and that payment thereof is to be made directly to Secured Party or to any financial institution designated by Secured Party as Secured Party's agent therefor, and Secured Party may itself, if an Event of Default shall have occurred and is continuing, without notice to or demand upon the Debtor, so notify said obligors. After the making of such a request or the giving of any such notification, the Debtor shall hold any proceeds of collection of chattel paper, general intangibles and instruments received by the Debtor as trustee for Secured Party without commingling the same with other funds of the Debtor and shall turn the same over to Secured Party in the identical form received, together with any necessary endorsements or assignments. Secured Party shall apply the proceeds of collection of chattel paper, general intangibles and instruments received by Secured Party to the Indebtedness, such proceeds to be immediately entered after final payment in cash of the items giving rise to them.
Appears in 1 contract
Powers of the Secured Party. (a) The Company hereby irrevocably designates and appoints the Lender as its attorney-in-fact, with full power of substitution, for the purposes of carrying out the provisions of this Agreement and taking any action and executing any instrument, including,, without limitation, any financing statement or continuation statement, and taking any other action to maintain the validity, perfection, priority and enforcement of the security interest intended to be created hereunder, that the Lender may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest.
(b) Without limiting the generality of Section 5(a) hereof, the Company hereby irrevocably authorizes and empowers the Lender, upon the occurrence and during the continuation of any Event of Default, at the expense of the Company, either in the Lender's own name or in the name of the Company, at any time and from time to time:
(i) to ask, demand, receive, issue a receipt for, give acquittance for, settle and compromise any and all monies which may be or become due or payable or remain unpaid at any time or times to the Company, and any and all other property which may be or become deliverable at any time or times to the Company, under or with respect to the Pledged Collateral;
(ii) to endorse any drafts, checks, orders or other instruments for the payment of money payable to the Company on account of the Pledged Collateral (including any such draft, check, order or instrument issued by any insurance company payable jointly to the Company and the Lender); and
(iii) to settle, compromise, prosecute or defend any action, claim or proceeding, or take any other action, all either in its own name or in the name of the Company or otherwise, which the Lender may deem to be necessary or advisable for the purpose of exercising and enforcing its powers and rights under this Agreement or in the furtherance of the purposes hereof, including any action which by the terms of this Agreement is to be taken by the Company.
(c) Nothing in this Agreement shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any other action with respect to any of the Pledged Collateral or any part thereof or the amounts due or to become due in respect thereof or any property covered thereby, or to collect or enforce the payment of any amounts assigned to it or to which it may otherwise be entitled hereunder at any time or times other than to account for amounts or Pledged Collateral received.
(d) The Lender shall be entitled at any time to file this Agreement, or a carbon, photographic or any other reproduction of this Agreement, as a financing statement, but the failure of the Lender to do so shall not impair the validity or enforceability of this Agreement. The Lender shall have no duty to comply with any recording, filing or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the Lender's rights in or to, any of the Pledged Collateral.
(e) In its discretion, the Lender may discharge taxes and other encumbrances at any time levied or placed on any of the Pledged Collateral, make repairs thereto and pay any necessary filing fees. The Company agrees to reimburse the Lender on demand for any and all reasonable expenditures so made with interest on unpaid amounts at the maximum rate permitted by law. The Lender shall have no obligation to the Company to make any such expenditures, nor shall the making thereof relieve the Company of any default.
(f) Anything herein to the contrary notwithstanding, the Company shall remain liable under each contract or agreement comprised in the Pledged Collateral to be observed or performed by the Company thereunder. The Lender shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Lender of any payment relating to any of the Pledged Collateral, nor shall the Lender be obligated in any manner to perform any of the obligations of the Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Lender in respect of the Pledged Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Lender or to which the Lender may be entitled at any time or times other than to account for amounts or Pledged Collateral received, an no action taken or omitted shall give rise to any defense, counterclaim or right of action against the Lender, unless the Lender's actions are taken or omitted to be taken with gross negligence or bad faith or constitute willful misconduct. The Lender's sole duty with respect to the custody, safe keeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Pledged Collateral in the same manner as the Lender deals with similar property for its own account.
(g) If an Event of Default has occurred and is continuing, the Lender may at any time at its option, transfer to itself or any nominee any securities constituting the Pledged Collateral, receive any income thereon and hold such income as additional Pledged Collateral or apply it to the Indebtedness. Regardless of whether any Indebtedness is due, the Lender may demand, sue xxx, collect, or make any settlement or compromise which it deems desirable with respect to the Pledged Collateral. Regardless of the adequacy of Pledged Collateral or any other security for the Indebtedness, any deposits or other sums at any time credited by or due from the Lender to the Company may at any time be applied to or set off against any of the Indebtedness.
(h) If an Event of Default shall have occurred and be continuing, the Company shall, at the request of the Lender, notify obligors on the chattel paper and general intangibles of the Company and obligors on instruments for which the Company is an obligee of the security interest of the Lender in any chattel paper, general intangibles and instruments and that payment thereof is to be made directly to the Lender or to any financial institution designated by the Lender as the Lender's agent therefore, and the Lender may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon the Company, so notify said obligors. After the making of such a request or the giving of any such notification, the Company shall hold any proceeds of collection of chattel paper, general intangibles and instruments received by the Company as trustee for the Lender without commingling the same with other funds of the Company and shall turn the same over to the Lender in the identical form received, together with any necessary endorsements or assignments. The Lender shall apply the proceeds of collection of chattel paper, general intangibles and instruments received by the Lender to the Indebtedness, such proceeds to be immediately entered after final payment in cash of the items given rise to them.
Appears in 1 contract
Samples: Security and Pledge Agreement (Transamerican Refining Corp)
