With Respect to Collateral. Secured Party is hereby fully authorized and empowered (without the necessity of any further consent or authorization from Debtor) and the right is expressly granted to Secured Party, and Debtor hereby constitutes, appoints and makes Secured Party as Debtor’s true and lawful attorney-in-fact and agent for Debtor and in Debtor’s name, place and stead with full power of substitution, in Secured Party’s name or Debtor’s name or otherwise, for Secured Party’s sole use and benefit, but at Debtor’s cost and expense, to exercise, without notice, all or any of the following powers at any time following the occurrence and during the continuation of an Event of Default hereunder with respect to all or any of the Collateral:
With Respect to Collateral. (i) The Pledgor is the legal and beneficial owner of the Collateral free and clear of any lien, claim or encumbrance except for the security interest created by this Agreement. Without in any way limiting the generality of the foregoing, the Collateral is not subject to any “blanket” security interests granted by the Pledgor other than in favor of the Lender. The Pledgor has not granted, and will not grant or permit to exist, any lien or security interests in all or any portion of the Collateral other than the Permitted Liens as defined in the Security Agreement.
With Respect to Collateral. Company hereby irrevocably appoints each of the Secured Party as Company's true and lawful attorney-in-fact and as agent for Company, in Company's name, place and stead, which appointment is coupled with an interest in the Collateral, with full power of substitution, in Secured Party' name or Company's name or otherwise, for Secured Party' sole use and benefit, but at Company's cost and expense, to exercise without notice, all or any of the following powers at any time during an Event of Default (regardless of whether any of the Secured Obligations is due or not):
With Respect to Collateral. After the happening of an Event -------------------------- of Default, Secured Party is hereby fully authorized and empowered (without the necessity of any further consent or authorization from Debtor) and the right is expressly granted to Secured Party, and Debtor hereby constitutes, appoints and makes Secured Party, and/or Secured Party's duly authorized and acting officers, agents, attorneys, and representatives, as Debtor's true and lawful attorney-in-fact and agent for Debtor and in Debtor's name, place and stead with full power of substitution, in Secured Party's name or Debtor's name or otherwise, for Secured Party's sole use and benefit, to exercise, without notice, all or any of the following powers at any time with respect to all or any of the Collateral:
With Respect to Collateral. Upon the occurrence of an Event of Default, Lender is authorized and empowered (without the necessity of any further consent or authorization from Assignors), at Borrower's cost and expense, to exercise, without notice, all or any of the following powers at any time with respect to all or any part or items of the Collateral:
With Respect to Collateral. Notwithstanding any provision contained in this Article V, all obligations and requirements of Debtor and all rights of Debtor set forth herein, are subject to, subordinate and inferior to, but only to, the liens created in favor of the Senior Lenders. Subject to Article VI hereof, during the continuance of any Event of Default as hereinafter defined, Secured Party is hereby fully authorized and empowered (without the necessity of any further consent or authorization from Debtor) and the right is expressly granted to Secured Party, and Debtor hereby constitutes, appoints and makes Secured Party as Debtor's true and lawful attorney-in- fact and agent for Debtor and in Debtor's name, place and stead with full power of substitution, in Secured Party's name or Debtor's name or otherwise, for Secured Party's sole use and benefit, but at Debtor's cost and expenses, to exercise, without notice, all or any of the following powers at any time with respect to all or any of the Collateral:
With Respect to Collateral. . . . . 13 --------------------------------------------------------------------------- Section 6.5 Rights of the Collateral Agent under UCC and Applicable Law . . . . . . . . . . . . . . . . 13 ----------------------------------------------------------- Section 6.6 Waivers of Rights Inhibiting Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . 13 ---------------------------------------- Section 6.7 Notices and Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ---------------------- (a) Manner of Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ------------------ (b) Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 --------- Section 6.8 Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ------------------------------ Section 6.9 Amendments; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ------------------- SECTION 6.10 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ------------- SECTION 6.11 WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 -------------------- Section 6.12 Consent to Jurisdiction; Waiver of Immunities . . . . . . . . . . . . . . . . . . . . . . . 15 --------------------------------------------- Section 6.13 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ------------ Section 6.14 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ------------ Section 6.15 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ---------------------- Section 6.16
With Respect to Collateral. If an Event of Default (as such term is defined in Section 5.2 below) has occurred and is continuing, Secured Party is hereby fully authorized and empowered (without the necessity of any further consent or authorization from Debtor) and the right is expressly granted to Secured Party, and Debtor hereby constitutes, appoints and makes Secured Party, as Debtor’s true and lawful attorney-in-fact and agent for Debtor and in Debtor’s name, place and stead with full power of substitution, in Secured Party’s name or Debtor’s name or otherwise, for Secured Party’s sole use and benefit, but at Debtor’s cost and expense, to exercise, without notice, all or any of the following powers at any time with respect to all or any of the Collateral (regardless of whether any Default has occurred or not):
With Respect to Collateral. Buyer is hereby fully authorized and empowered (without the necessity of any further consent or authorization from Grantor) and the right is expressly granted to Buyer, and Grantor hereby constitutes, appoints and makes Buyer as Grantor’s true and lawful attorney-in-fact and agent for Grantor and in Grantor’s name, place and stead with full power of substitution, in Buyer’s name or Grantor’s name or otherwise, for Buyer’s sole use and benefit, but at Grantor’s cost and expense, to exercise, without notice, all or any of the following powers at any time following the occurrence and during the continuation of an Event of Default hereunder, in addition to the rights set forth in Section 4.8(e)(ii) above and any other rights and remedies of Buyer, with respect to all or any of the Collateral:
With Respect to Collateral. Holder is hereby fully authorized and empowered (without the necessity of any further consent or authorization from Grantor) and the right is expressly granted to Holder, and Grantor hereby constitutes, appoints and makes Holder as Grantor’s true and lawful attorney-in-fact and agent for Grantor and in Grantor’s name, place and stead with full power of substitution, in Holder’s name or Grantor’s name or otherwise, for Holder’s sole use and benefit, but at Grantor’s cost and expense, to exercise, without notice, all or any of the following powers at any time following the occurrence and during the continuation of an Event of Default hereunder, in addition to the rights set forth in Section 4.8(e)(ii) above and any other rights and remedies of Holder, with respect to all or any of the Collateral:
