THE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT. The Sellers hereby irrevocably constitute and appoint the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers and in the name of Sellers or in its own name, from time to time in the Agent’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, and, without limiting the generality of the foregoing, the Sellers hereby give the Agent the power and right, on behalf of Sellers, without assent by, but with notice to, Sellers, if a Default shall have occurred and be continuing, to do the following: (i) in the name of any Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due with respect to any other Repurchase Assets whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Repurchase Assets; (iii) (A) to direct any party liable for any payment under any Repurchase Assets to make payment of any and all monies due or to become due thereunder directly to the Agent or as the Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Repurchase Assets; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Repurchase Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any proceeds thereof and to enforce any other right in respect of any Repurchase Assets; (E) to defend any suit, action or proceeding brought against any Seller with respect to any Repurchase Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Agent may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Repurchase Assets as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Agent’s option and Seller’s expense, at any time, and from time to time, all acts and things which the Agent deems necessary to protect, preserve or realize upon the Repurchase Assets and the Agent’s Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as any such Seller might do.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Guild Holdings Co), Master Repurchase Agreement (Guild Holdings Co)
THE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT. (a) The Sellers Pledgor hereby irrevocably constitute constitutes and appoint appoints the Agent and any officer or agent thereof, with full power of substitutionsubstitution (which appointment is coupled with an interest and shall be irrevocable while this Agreement remains in effect), as its true and lawful attorney-in-fact attorney in fact, with full irrevocable power and authority in the place and stead of Sellers the Pledgor and in the name of Sellers the Pledgor or in its own name, from time to time in the discretion of the Agent’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, Agreement and, without limiting the generality of the foregoing, the Sellers hereby give gives the Agent the power and right, on behalf of Sellersthe Pledgor, without notice to or assent by, but with notice to, Sellers, if a Default shall have occurred and be continuing, by the Pledgor to do the following:
(i) upon the occurrence and continuance of an Event of Default, to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under the TSP Agreement and, in the name of any Seller, the Pledgor or in its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under the TSP Agreement or otherwise with respect to any other Repurchase Assets the Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under the TSP Agreement or otherwise with respect to any other Repurchase Assets the Collateral whenever payable;
(ii) at any time, (A) to pay or discharge taxes and Liens taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Repurchase Assets;
Collateral; and (iii) (AB) to direct any party liable for any payment under any Repurchase Assets the TSP Agreement or otherwise with respect to the Collateral to make payment of any and all monies moneys due or and to become due thereunder directly to the Agent or as the Agent shall direct; and
(Biii) upon the occurrence and continuance of an Event of Default, (A) to ask or demand for, collect, receive payment of and receipt for, for any and all moneys, claims and other amounts due or and to become due at any time in respect of or arising out of any Repurchase Assets; Collateral, (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Repurchase Assets; (DB) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets Collateral or any proceeds part thereof and to enforce any other right in respect of any Repurchase Assets; Collateral, (EC) to defend any suit, action or proceeding brought against any Seller the Pledgor with respect to any Repurchase Assets; Collateral, (FD) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Agent may deem appropriate; , and (GE) generally, generally to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any Repurchase Assets of the Collateral as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Agent’s option of the Agent and Seller’s at the Pledgor's expense, at any time, and or from time to time, all acts and things which the Agent reasonably deems necessary to protect, preserve or realize upon the Repurchase Assets Collateral and the Agent’s Liens thereon 's liens and security interests therein, in order to effect the intent of this Repurchase Agreement, all as fully and effectively as the Pledgor might do. Nothing contained in this Agreement shall be construed or interpreted (x) to transfer to The Agent any of the rights and obligations of a member in TSP other than the rights of collateral security in and to the Collateral or (y) to constitute The Agent a beneficial owner of TSP, PROVIDED that such limitation shall, in no manner, otherwise limit the right of the Agent granted under this Agreement. This Agreement (1) shall not be deemed to terminate the Pledgor's status as a beneficial owner in TSP and (2) shall not be construed as constituting a current conveyance, but rather as creating a security interest in the Pledgor's beneficial interest.
(b) The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.
(c) The powers conferred on the Agent hereunder are solely to protect the Agent's interest in the Collateral and shall not impose any duty upon it to exercise any such Seller might dopowers. The Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Pledgor for any act or failure to act, except for its own gross negligence or willful misconduct.
(d) The Pledgor also authorizes the Agent, at any time and from time to time after the occurrence and during the continuance of an Event of Default, to execute, in connection with the sale provided for in paragraph (b) of SECTION 8 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
THE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT. The Sellers (a) Each Grantor hereby irrevocably constitute constitutes and appoint appoints the Agent and any officer or agent thereofits agents, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers such Grantor and in the name of Sellers such Grantor or in its own name, from time to time in the Agent’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, but subject to the limitations set forth in this Section 6.1, to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, and, without limiting the generality of the foregoing, the Sellers each Grantor hereby give gives the Agent and its agents the power and right, on behalf of Sellerssuch Grantor, without notice to or assent by, but with notice to, Sellers, if a Default shall have occurred and be continuingby such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing:
(i) in the name of any Sellersuch Grantor, or in its own name, name or otherwise, to take possession of and endorse indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible or with respect to any other Repurchase Assets Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any account or general intangible or with respect to any other Repurchase Assets Collateral whenever payable;
(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Agent may request to evidence, effect, publicize or record the Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the Repurchase Assetsterms of the Loan Agreement (including all or any part of the premiums therefor and the costs thereof);
(iiiiv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
(A) to direct any party liable for any payment under any Repurchase Assets Collateral to make payment of any and all monies moneys due or to become due thereunder directly to the Agent or as the Agent shall direct; , (B) to ask or demand for, collect, and collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Repurchase Assets; Collateral, (C) to sign and endorse indorse any invoicesinvoice, assignmentsfreight or express bxxx, verificationsbxxx of lading, notices storage or warehouse receipt, draft against debtors, assignment, verification, notice and other documents document in connection with any Repurchase Assets; Collateral, (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any proceeds thereof Collateral and to enforce any other right in respect of any Repurchase Assets; Collateral, (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against any Seller such Grantor with respect to any Repurchase Assets; Collateral, (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described in clause (E) above disputes and, in connection therewith, to give such discharges or releases as the Agent may deem appropriate; and , (G) generallyassign any Intellectual Property owned by the Grantors or any Intellectual Property licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally sell, transfergxxxx x Xxxx on, pledge and make any agreement Contractual Obligation with respect to or and otherwise deal with with, any Repurchase Assets Collateral as fully and completely as though the Agent were the absolute owner thereof for all purposes, purposes and to do, at the Agent’s option and Seller’s expenseoption, at any time, and time or from time to time, all acts and things which that the Agent deems necessary to protect, preserve or realize upon the Repurchase Assets any Collateral and the Agent’s Liens thereon security interests therein and to effect the intent of this Repurchase Agreement, all as fully and effectively as any such Seller Grantor might do.
(b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
(c) The expenses of the Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate set forth in the Loan Agreement, from the date of payment by the Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Agent on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 6.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Appears in 1 contract
Samples: Security Agreement (Schiff Nutrition International, Inc.)
THE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT. The Sellers (a) Each Grantor hereby irrevocably constitute constitutes and appoint appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers such Grantor and in the name of Sellers such Grantor or in its own name, from time to time in the Agent’s 's discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which the Agent may be reasonably deem necessary or desirable to accomplish the purposes of this Repurchase Agreement, Agreement and, without limiting the generality of the foregoing, the Sellers hereby give gives the Agent the power and right, on behalf of Sellerssuch Grantor, without notice to or assent by, but with notice to, Sellers, if a Default shall have occurred and be continuing, by such Grantor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of any Seller, such Grantor or in its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due with respect to under any other Repurchase Assets Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due with respect under any Collateral whenever payable and to file any claim or to take any other Repurchase Assets action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes and Liens taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Repurchase Assets;Collateral, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any Repurchase Assets of the Collateral to make payment of any and all monies due or moneys due, and to become due thereunder thereunder, directly to the Agent or as the Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, for any and all moneys, claims and other amounts due or due, and to become due at any time time, in respect of or arising out of any Repurchase Assets; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Repurchase Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any proceeds thereof and to enforce any other right in respect of any Repurchase Assets; (E) to defend any suit, action or proceeding brought against any Seller with respect to any Repurchase Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Agent may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Repurchase Assets as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Agent’s option and Seller’s expense, at any time, and from time to time, all acts and things which the Agent deems necessary to protect, preserve or realize upon the Repurchase Assets and the Agent’s Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as any such Seller might do.Collateral;
Appears in 1 contract
THE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT. The Sellers (a) Each Grantor hereby irrevocably constitute constitutes and appoint appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers such Grantor and in the name of Sellers such Grantor or in its own name, from time to time in the Agent’s 's discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which the Agent may be reasonably deem necessary or desirable to accomplish the purposes of this Repurchase Agreement, Agreement and, without limiting the generality of the foregoing, the Sellers hereby give gives the Agent the power and right, on behalf of Sellerssuch Grantor, without notice to or assent by, but with notice to, Sellers, if a Default shall have occurred and be continuing, by such Grantor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of any Seller, such Grantor or in its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due with respect to under any other Repurchase Assets Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due with respect under any Collateral whenever payable and to file any claim or to take any other Repurchase Assets action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes and Liens taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Repurchase Assets;Collateral, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any Repurchase Assets of the Collateral to make payment of any and all monies due or moneys due, and to become due thereunder thereunder, directly to the Agent or as the Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, for any and all moneys, claims and other amounts due or due, and to become due at any time time, in respect of or arising out of any Repurchase AssetsCollateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices and other documents in connection with any Repurchase AssetsAccounts and other Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets Collateral or any proceeds part thereof and to enforce any other right in respect of any Repurchase AssetsCollateral; (E) to defend any suit, action or proceeding brought against any Seller such Grantor with respect to any Repurchase AssetsCollateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Agent may deem appropriate; and (G) generallyto license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any patent or trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine; and (H) generally to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any Repurchase Assets of the Collateral as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Agent’s 's option and Seller’s such Grantor's expense, at any time, and or from time to time, all acts and things which the Agent reasonably deems necessary to protect, preserve or realize upon the Repurchase Assets Collateral and the Agent’s Liens thereon 's and the Lenders' Lien therein, in order to effect the intent of this Repurchase Agreement, all as fully and effectively as any such Seller Grantor might do.
(b) The Agent agrees that, except upon the occurrence and during the continuance of an Event of Default, it will forbear from exercising the power of attorney or any rights granted to the Agent pursuant to this Section 6. Each Grantor hereby ratifies, to the extent permitted by law, all that any said attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6, being coupled with an interest, shall be irrevocable until the Obligations are indefeasibly paid in full.
(c) The powers conferred on the Agent hereunder are solely to protect the Agent's and the Lenders' interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act, except for its own gross negligence or willful misconduct.
(d) Each Grantor also authorizes the Agent, at any time and from time to time upon the occurrence and during the continuance of an Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 8 hereof, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
THE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT. (a) The Sellers Borrower hereby irrevocably constitute constitutes and appoint appoints the Agent and any officer or agent thereof, with full power of substitution, as its their true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers the Borrower and in the name of Sellers the Borrower or in its own name, from time to time in the Agent’s 's discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or and desirable to accomplish the purposes of this Repurchase AgreementAgreement and the transactions contemplated hereby, and, without limiting the generality of the foregoing, the Sellers hereby give the Agent the power and right, on behalf of Sellersthe Borrower, without notice to or assent by, but with notice to, Sellers, if a Default shall have occurred and be continuing, by the Borrower to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of any Seller, the Borrower or in its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due with respect to under any other Repurchase Assets Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due with respect under any Collateral whenever payable and to file any claim or to take any other Repurchase Assets action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Repurchase Assets;Collateral, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any Repurchase Assets of the Collateral to make payment of any and all monies due or moneys due, and to become due thereunder thereunder, directly to the Agent or as the Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, for any and all moneys, claims and other amounts due or due, and to become due at any time time, in respect of or arising out of any Repurchase AssetsCollateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices in connection with accounts and other documents in connection with constituting or relating to any Repurchase Assetsof the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets Collateral or any proceeds part thereof and to enforce any other right in respect of any Repurchase AssetsCollateral; (E) to defend any suit, action or proceeding brought against any Seller the Borrower with respect to any Repurchase AssetsCollateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Agent may deem appropriate; and (G) generallyto license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine; and (H) generally to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any Repurchase Assets of the Collateral as fully and completely as though the Agent Borrower were the absolute owner thereof for all purposes, and to do, at the Agent’s 's option and Seller’s the Borrower's expense, at any time, and or from time to time, all acts and things which the Agent reasonably deems necessary to protect, preserve or realize upon the Repurchase Assets Collateral and the Agent’s Liens thereon 's liens and security interest therein in order to effect the intent of this Repurchase Agreement, all as fully and effectively as any such Seller Borrower might do.
(b) The Agent agrees that, except as otherwise provided in this Agreement, it will forbear from exercising the power of attorney or any rights granted to the Agent pursuant to this Section 5.08, except upon the occurrence and during the continuation of an Event of Default. The Borrower hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. Exercise by the Agent or any Lenders of the powers granted hereunder is not a violation of the automatic stay provided in section 362 of the Bankruptcy Code and the Borrower waives applicability thereof. The power of attorney granted pursuant to this Section 5.08 is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full.
(c) The powers conferred on the Agent hereunder are solely to protect the Agent's and the Lenders' interests in the Collateral and shall not impose any duty upon it or them to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its respective officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act, except for their own gross negligence or willful misconduct.
(d) The Borrower also authorizes the Agent, at any time and from time to time upon the occurrence and during the continuation of any Event of Default or as otherwise expressly permitted by this Agreement, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of the Borrower in and under the Contracts hereunder and other matters relating thereto and (ii) to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
Appears in 1 contract
THE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT. The Sellers (a) Upon the occurrence and during the continuance of an Event of Default, the Pledgor hereby irrevocably constitute constitutes and appoint appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers Pledgor and in the name of Sellers the Pledgor or in its own name, from time to time in the Agent’s reasonable discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action actions and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, Agreement and, without limiting the generality of the foregoing, the Sellers hereby give gives the Agent the power and right, on behalf of Sellersthe Pledgor, without notice to or assent by, but with notice to, Sellers, if a Default shall have occurred and be continuing, by the Pledgor to do the following:
: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under the Collateral; (ii) in the name of any Seller, the Pledgor or in its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment payments of moneys due with respect to any other Repurchase Assets and under the Collateral; (iii) to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due with respect to any other Repurchase Assets under the Collateral whenever payable;
; (iiiv) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Repurchase Assets;
Collateral; (iii) (Av) to direct any party liable for any payment under any Repurchase Assets the Collateral to make payment of any and all monies moneys due or and to become due thereunder directly to the Agent or as the Agent shall direct; (Bvi) to ask or demand for, collect, receive payment of and any receipt for, for any and all moneys, claims and other amounts due or and to become due at any time in respect of or arising out of any Repurchase AssetsCollateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Repurchase Assets; (Dvii) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets Collateral or any proceeds part thereof and to enforce any other right in to respect of any Repurchase Assetsthe Collateral; (Eviii) to defend any suit, action or proceeding brought against any Seller the Pledgor with respect to any Repurchase AssetsCollateral; (Fix) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Agent may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Repurchase Assets as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Agent’s option and SellerPledgor’s expense, at any time, and or from time to time, and (x) to do all acts and things which the Agent deems necessary to protect, preserve or realize upon the Repurchase Assets Collateral and the Agent’s Liens thereon and security interest therein, in order to effect the intent of this Repurchase Agreement, all as fully and effectively as the Pledgor might do. The Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.
(b) The powers conferred on the Agent hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such Seller might dopowers. The Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Pledgor for any act or failure to act, except for its own failure to act in a commercially reasonable manner.
(c) Upon the occurrence and during the continuance of an Event of Default, the Pledgor also authorizes the Agent, at any time and from time to time, to execute, in connection with any sale of the Collateral, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
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THE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT. The Sellers (a) Grantor hereby irrevocably constitute constitutes and appoint appoints the Agent Agent, on behalf of the Lenders, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers Grantor and in the name of Sellers Grantor or in its own name, following the occurrence of an Event of Default or at any time that the Agent, at the direction of the Majority Lenders, reasonably determines it is necessary to protect the validity or perfection of the liens granted hereunder or the Lenders' interest in the Collateral, from time to time in at the Agent’s discretionreasonable discretion of the Majority Lenders, for the purpose of carrying out the terms of this Repurchase Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or desirable to accomplish protect the purposes of Lenders' interest in the Collateral under this Repurchase Agreement, Security Agreement and, without limiting the generality of the foregoing, hereby gives the Sellers hereby give Agent, on behalf of the Agent Lenders, the power and right, on behalf of SellersGrantor, without notice to or assent by, but with notice to, Sellers, if a Default shall have occurred and be continuing, by Grantor to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of any Seller, Grantor or in its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due with respect to under any other Repurchase Assets Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due with respect under any Collateral whenever payable and to file any claim or to take any other Repurchase Assets action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Repurchase Assets;Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any Repurchase Assets of the Collateral to make payment of any and all monies due or moneys due, and to become due thereunder thereunder, directly to the Agent Agent, on behalf of the Lenders, or as the Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, for any and all moneys, claims and other amounts due or due, and to become due at any time time, in respect of or arising out of any Repurchase AssetsCollateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices and other documents in connection with any Repurchase Assetsaccounts and other Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets Collateral or any proceeds part thereof and to enforce any other right in respect of any Repurchase AssetsCollateral; (E) to defend any suit, action or proceeding brought against any Seller Grantor with respect to any Repurchase AssetsCollateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause clauses (D) and (E) above and, in connection therewith, to give such discharges or releases as the Agent may deem appropriate; and (G) generallyto license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Patent or Trademark, throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall determine; and (H) generally to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any Repurchase Assets of the Collateral as fully and completely as though the Agent Lenders were the absolute owner thereof for all purposes, and to do, at the Agent’s 's option and Seller’s Grantor's expense, at any time, and or from time to time, all acts and things which the Agent deems necessary to protect, preserve or realize upon the Repurchase Assets Collateral and the Agent’s Liens thereon and Lenders' lien therein, in order to effect the intent of this Repurchase Security Agreement, all as fully and effectively as any such Seller Grantor might do.
(b) Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Loan Agreement has been terminated.
(c) The powers conferred on the Agent and the Lenders hereunder are solely to protect the Lenders' interests in the Collateral and shall not impose any duty upon them to exercise any such powers. The Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers and neither the Lenders nor any of their officers, directors, employees or agents shall be responsible to Grantor for any act or failure to act, except for its own gross negligence or willful misconduct.
(d) Grantor also authorizes the Agent, following the occurrence of an Event of Default, (i) to communicate with any party to any Contract with regard to the assignment of the right, title and interest of Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 9 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) Notwithstanding any provisions contained herein, the rights of the Agent and the Lenders herein are subject and subordinate to the senior rights of the Senior Lender pursuant to the Senior Loan Agreement and the Intercreditor Agreement.
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THE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT. The Sellers (a) Each Loan Party hereby irrevocably constitute constitutes and appoint appoints the Agent and any officer or agent thereof, with full power of substitution, as its and its Subsidiaries true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Sellers such Loan Party and in the name of Sellers such Loan Party, or in its own name, from time to time in the Agent’s 's discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be reasonably necessary or and desirable to accomplish the purposes of this Repurchase AgreementAgreement and the transactions contemplated hereby, and, without limiting the generality of the foregoing, the Sellers hereby give the Agent the power and right, on behalf of Sellerssuch Loan Party, without notice to or assent by, but with notice to, Sellers, if a Default shall have occurred and be continuing, by such Loan Party to do the following:
(i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of any Sellersuch Loan Party, or in its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due with respect to under any other Repurchase Assets Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due with respect under any Collateral whenever payable and to file any claim or to take any other Repurchase Assets action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable;
(ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Repurchase Assets;Collateral, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and
(iii) (A) to direct any party liable for any payment under any Repurchase Assets of the Collateral to make payment of any and all monies due or moneys due, and to become due thereunder thereunder, directly to the Agent or as the Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, for any and all moneys, claims and other amounts due or due, and to become due at any time time, in respect of or arising out of any Repurchase AssetsCollateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices in connection with accounts and other documents in connection with any Repurchase Assetsconstituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets Collateral or any proceeds part thereof and to enforce any other right in respect of any Repurchase AssetsCollateral; (E) to defend any suit, action or proceeding brought against any Seller Loan Party with respect to any Repurchase AssetsCollateral of such Loan Party; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Agent may deem appropriate; and (G) generallyto license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any trademarks, throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine; and (H) generally to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any Repurchase Assets of the Collateral as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Agent’s 's option and Seller’s such Loan Party's expense, at any time, and or from time to time, all acts and things which the Agent reasonably deems necessary to protect, preserve or realize upon the Repurchase Assets Collateral and the Agent’s Liens thereon and 's Lien therein, in order to effect the intent of this Repurchase Agreement, all as fully and effectively as any such Seller Loan Party might do.
(b) The Agent agrees that it will forbear from exercising the power of attorney or any rights granted to the Agent pursuant to this Section 9.08, except upon the occurrence or during the continuation of an Event of Default. The Borrower and the other Loan Parties hereby ratify, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. Exercise by the Agent of the powers granted hereunder is not a violation of the automatic stay provided by section 362 of the Bankruptcy Code and each Loan Party waives applicability thereof. The power of attorney granted pursuant to this Section 9.08 is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full.
(c) The powers conferred on the Agent hereunder are solely to protect the Agent's and the Lenders' interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to any Loan Party for any act or failure to act, except for its own gross negligence or willful misconduct.
(d) Each Loan Party also authorizes the Agent, at any time and from time to time upon the occurrence and during the continuation of any Event of Default or as otherwise expressly permitted by this Agreement, (i) to communicate in its own name or the name of its Subsidiaries with any party to any Contract with regard to the assignment of the right, title and interest of such Loan Party in and under the Contracts hereunder and other matters relating thereto and (ii) to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
(e) All Obligations, including all Obligations of the Guarantors hereunder, shall constitute, in accordance with section 364(c)(1) of the Bankruptcy Code, claims against each Loan Party in its Case which are administrative expense claims having priority over any all administrative expenses of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code.
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