Common use of Secured Party Representative Clause in Contracts

Secured Party Representative. Each Secured Party, with respect to the Post-Closing Cash Obligations, hereby constitutes and appoints Xx. Xxxxx X. Stern, or his designee, as its representative (the “Secured Party Representative”) and their true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them to act on behalf of each of them in the absolute discretion of the Secured Party Representative, but only with respect to the following provisions of this Security Agreement, with the power to (a) give and receive notices pursuant this Security Agreement, (b) waive any provision of this Security Agreement, (c) collect or accept funds or Collateral on behalf of the Secured Parties, and (d) to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the intent of this Security Agreement. This appointment and grant of power and authority is by unanimous approval of the Secured Parties and the Secured Parties may change the Secured Party Representative by a written notice signed by all Secured Parties delivered to the Guarantor. Each Secured Party hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Secured Party Representative pursuant to this Security Agreement. Each Secured Party agrees that the Secured Party Representative shall have no obligation or liability to any person for any action or omission taken or omitted by the Secured Party Representative in good faith hereunder, and each Secured Party shall, on a proportionate basis in accordance with the proportion of debt owed to it by the Guarantor, indemnify and hold the Secured Party Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Secured Party Representative may sustain as a result of any such action or omission by the Secured Party Representative hereunder. The Guarantor shall be entitled to rely upon any document or other paper delivered by the Secured Party Representative as (i) genuine and correct, and (ii) having been duly signed or sent by the Secured Party Representative, and the Guarantor shall not be liable to any Secured Party for any action taken or omitted to be taken by the Guarantor in such reliance.

Secured Party Representative. Each Secured PartyLender, with respect to the Post-Closing Cash Obligations, hereby constitutes and appoints Xx. Xxxxx X. SternChardan Capital Markets, LLC, or his its designee, as its representative (the “Secured Party Representative”) and their true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them to act on behalf of each of them in the absolute discretion of the Secured Party Representative, but only with respect to the following provisions of this Security Agreement, with the power to (a) give and receive notices pursuant this Security Agreement, (b) waive any provision of this Security Agreement, (c) collect or accept funds or Collateral on behalf of the Secured PartiesLenders, and (d) hold, maintain and enforce any lien and security interest in the Collateral (including, without limitation, the naming of Secured Party Representative, as agent for Creditors, as secured party in all UCC financing statements filed or to be filed against any Obligor in relation to the Collateral),and (e) to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the intent of this Security Agreement, and enforcing any and all security interests and liens on the Collateral granted by each Obligor or any other person or entity to secure any Obligations. This appointment and grant of power and authority is by unanimous approval of the Secured Parties Lenders and the Secured Parties Lenders may change the Secured Party Representative by a written notice signed by all Secured Parties of the Lenders delivered to the GuarantorBorrower. Each Secured Party Lender hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Secured Party Representative pursuant to this Security Agreement. Each Secured Party Lender agrees that the Secured Party Representative shall have no obligation or liability to any person for any action or omission taken or omitted by the Secured Party Representative in good faith hereunder, and each Secured Party Lender shall, on a proportionate basis in accordance with the proportion of debt owed to it by the GuarantorBorrower, indemnify and hold the Secured Party Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Secured Party Representative may sustain as a result of any such action or omission by the Secured Party Representative hereunder. The Guarantor Borrower shall be entitled to rely upon any document or other paper delivered by the Secured Party Representative as (i) genuine and correct, and (ii) having been duly signed or sent by the Secured Party Representative, and the Guarantor Borrower shall not be liable to any Secured Party Lender for any action taken or omitted to be taken by the Guarantor Borrower in such reliance. All moneys collected by the Secured Party Representative upon any sale or other disposition of any Collateral or upon receipt of any proceeds relating to any Collateral (collectively, the “Collateral Proceeds”), shall be applied as follows: (A) first, to the payment of (1) any and all sums advanced by the Secured Party Representative in order to preserve or protect the any Collateral or preserve or protect its security interest in the any Collateral, (2) the reasonable out-of-pocket fees and expenses of liquidating or otherwise disposing or realizing on the Collateral, or of any exercise by the Secured Party Representative of its rights or remedies hereunder or under the other Loan Documents, together with reasonable attorneys’ fees and expenses and court costs, incurred by the Secured Party Representative or any Lender in connection therewith; (B) second, to the extent moneys remain after the application pursuant to the preceding clause (A), to the payment of any and all outstanding Obligations owing to each Lender on a pro rata basis; and (C) third, to the extent moneys remain after the application pursuant to the preceding clauses (A) and (B), any surplus then remaining shall be held by the Secured Party Representative as cash collateral pending payment in full of all Obligations and irrevocable termination of the Loan Documents, after which any remainder shall be paid to the Obligors or as otherwise required by law or as a court of competent jurisdiction shall direct. In the event any payment or distribution with respect to the Collateral is made (whether voluntarily, involuntarily, through the exercise of any right of set-off or counterclaim or otherwise), the entity receiving such payment shall receive and hold the same in trust, as trustee, for the equal benefit of Lenders and shall forthwith deliver the same to the Secured Party Representative for the equal benefit of the Lenders in precisely the form received. Each such payment or distribution set forth in the immediately preceding sentence shall be applied by the Secured Party Representative in accordance with this section.

Secured Party Representative. Each Secured PartyLender, with respect to the Post-Closing Cash Guaranteed Obligations, hereby constitutes and appoints Xx. Xxxxx X. SternChardan Capital Markets, LLC, or his its designee, as its representative (the “Secured Party Representative”) and their true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them to act on behalf of each of them in the absolute discretion of the Secured Party Representative, but only with respect to the following provisions of this Security Agreement, with the power to (a) give and receive notices pursuant this Security Agreement, (b) waive any provision of this Security Agreement, (c) collect or accept funds or Collateral on behalf of the Lenders, (d) hold, maintain and enforce any lien and security interest in the Collateral (including, without limitation, the naming of Secured PartiesParty Representative, as agent for Creditors, as secured party in all UCC financing statements filed or to be filed against any Obligor in relation to the Collateral), and (de) to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the intent of this Security Agreement, and enforcing any and all security interests and liens on the Collateral granted by each Obligor or any other person or entity to secure any Obligations. This appointment and grant of power and authority is by unanimous approval of the Secured Parties Lenders and the Secured Parties Lenders may change the Secured Party Representative by a written notice signed by all Secured Parties of the Lenders delivered to the Guarantor. Each Secured Party Lender hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Secured Party Representative pursuant to this Security Agreement. Each Secured Party Lender agrees that the Secured Party Representative shall have no obligation or liability to any person for any action or omission taken or omitted by the Secured Party Representative in good faith hereunder, and each Secured Party Lender shall, on a proportionate basis in accordance with the proportion of debt owed to it by the GuarantorBorrower, indemnify and hold the Secured Party Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Secured Party Representative may sustain as a result of any such action or omission by the Secured Party Representative hereunder. The Guarantor shall be entitled to rely upon any document or other paper delivered by the Secured Party Representative as (i) genuine and correct, and (ii) having been duly signed or sent by the Secured Party Representative, and the Guarantor shall not be liable to any Secured Party Lender for any action taken or omitted to be taken by the Guarantor in such reliance. All moneys collected by the Secured Party Representative upon any sale or other disposition of any Collateral or upon receipt of any proceeds relating to any Collateral (collectively, the “Collateral Proceeds”), shall be applied as follows: (A) first, to the payment of (1) any and all sums advanced by the Secured Party Representative in order to preserve or protect the any Collateral or preserve or protect its security interest in the any Collateral, (2) the reasonable out-of-pocket fees and expenses of liquidating or otherwise disposing or realizing on the Collateral, or of any exercise by the Secured Party Representative of its rights or remedies hereunder or under the other Loan Documents, together with reasonable attorneys’ fees and expenses and court costs, incurred by the Secured Party Representative or any Lender in connection therewith; (B) second, to the extent moneys remain after the application pursuant to the preceding clause (A), to the payment of any and all outstanding Guaranteed Obligations owing to each Lender on a pro rata basis; and (C) third, to the extent moneys remain after the application pursuant to the preceding clauses (A) and (B), any surplus then remaining shall be held by the Secured Party Representative as cash collateral pending payment in full of all Guaranteed Obligations and irrevocable termination of the Loan Documents, after which any remainder shall be paid to the Guarantor or as otherwise required by law or as a court of competent jurisdiction shall direct. In the event any payment or distribution with respect to the Collateral is made (whether voluntarily, involuntarily, through the exercise of any right of set-off or counterclaim or otherwise), the entity receiving such payment shall receive and hold the same in trust, as trustee, for the equal benefit of Lenders and shall forthwith deliver the same to the Secured Party Representative for the equal benefit of the Lenders in precisely the form received. Each such payment or distribution set forth in the immediately preceding sentence shall be applied by the Secured Party Representative in accordance with this section.

Secured Party Representative. Each Secured Party, with respect to the Post-Closing Cash Obligations, hereby constitutes and appoints Xx. Xxxxx X. Stern, or his designee, as its representative (the “Secured Party Representative”) and their true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them to act on behalf of each of them in the absolute discretion of the Secured Party Representative, but only with respect to the following provisions of this Security Agreement, with the power to (a) give and receive notices pursuant this Security Agreement, (b) waive any provision of this Security Agreement, (c) collect or accept funds or Collateral on behalf of the Secured Parties, and (d) to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the intent of this Security Agreement. This appointment and grant of power and authority is by unanimous approval of the Secured Parties and the Secured Parties may change the Secured Party Representative by a written notice signed by all Secured Parties delivered to the GuarantorBorrower. Each Secured Party hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Secured Party Representative pursuant to this Security Agreement. Each Secured Party agrees that the Secured Party Representative shall have no obligation or liability to any person for any action or omission taken or omitted by the Secured Party Representative in good faith hereunder, and each Secured Party shall, on a proportionate basis in accordance with the proportion of debt owed to it by the GuarantorBorrower, indemnify and hold the Secured Party Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Secured Party Representative may sustain as a result of any such action or omission by the Secured Party Representative hereunder. The Guarantor Borrower shall be entitled to rely upon any document or other paper delivered by the Secured Party Representative as (i) genuine and correct, and (ii) having been duly signed or sent by the Secured Party Representative, and the Guarantor Borrower shall not be liable to any Secured Party for any action taken or omitted to be taken by the Guarantor Borrower in such reliance.