Additional Provisions Concerning the Collateral. (a) With respect to leased Premises, each Grantor shall use commercially reasonable efforts to cause the landlord(s) in respect of such leased Premises to sign a landlord's waiver in form and substance acceptable to Lender. The requirements of this subsection may be waived at the option of Lender. (b) Grantors hereby (i) authorize Lender at any time and from time to time prior to the termination of the Loan Agreement to file, one or more financing or continuation statements and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that describe the Collateral as "all assets" or "all personal property" (or words of similar effect)); (ii) ratify such authorization to the extent that Lender has filed any such financing statements, continuation statements, or amendments thereto, prior to the date hereof; and (iii) authorize Lender to record this security agreement or other such documents required with the United States Copyright Office or United States Patent and Trademark Office relating to Intellectual Property that has an application pending or been or will be registered. (c) Each Grantor hereby irrevocably appoints Lender as its attorney-in-fact and proxy, with full authority and power of substitution in the place and stead of said Grantor and in the name of said Grantor or otherwise, from time to time in Lender's discretion, to take any action and to execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement. THIS POWER AND PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE TERMINATION DATE. THIS POWER AND PROXY SHALL BE EFFECTIVE AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY INVESTMENT PROPERTY ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE INVESTMENT PROPERTY OR ANY OFFICER OR LENDER THEREOF). Grantors ratify all actions taken by Lender pursuant to this power and proxy granted. All prior proxies granted by Grantors with respect to the subject matter hereof are hereby revoked. (d) So long as no Event of Default has occurred and is continuing, Grantor shall be permitted to receive all Proceeds, including dividends and distributions paid in respect of the Pledged Equity to the extent permitted by the Loan Agreement, provided that all such Proceeds shall be deposited into the Primary Account, and to exercise all voting and other rights with respect to the Pledged Equity; provided, that no vote shall be cast or other right exercised or action taken which would have a Material Adverse Effect or which would be inconsistent with or result in any violation of any provision of the Loan Agreement, this Agreement or any other Loan Document. (e) On each date on which a Compliance Certificate is required to be delivered pursuant to the Loan Agreement, each Grantor shall provide Lender updates to the Schedules and Exhibits hereto in order to make such Schedules and Exhibits complete and correct as of such date and, upon the request of Lender, the applicable Grantor shall promptly cause to be prepared, executed, and delivered to Lender supplemental schedules and exhibits to the applicable Loan Documents.
Appears in 1 contract
Additional Provisions Concerning the Collateral. (a) With Each of the Grantors shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent a Lien Waiver with respect to leased Premises(i) each bailee with which such Grantor keeps Inventory or other assets as of the Closing Date with a fair market value in excess of $100,000 and (ii) to the extent required by the Administrative Agent, acting at the direction of the Required Lenders, each landlord which leases real property (and the accompanying facilities) to any of the Grantors as of the Closing Date; provided that the Grantors shall not be required to take further action with respect to the lease agreement (A) for ▇▇▇▇ ▇▇▇ ▇▇ ▇., ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇ or (B) with AIT Worldwide Logistics. If any Grantor shall cause to be delivered Inventory or other personal property in excess of $100,000 in fair market value to any bailee after the Closing Date, such Grantor shall use commercially reasonable efforts to cause such bailee to sign a Lien Waiver. Such requirement may be waived at the option of the Administrative Agent, acting at the direction of the Required Lenders. If any Grantor shall lease any real property or facilities and the value of property of such Grantor located at such leased real property is in excess of $100,000 in fair market value after the Closing Date, such Grantor shall use commercially reasonable efforts to cause the landlord(s) landlord in respect of such leased Premises property or facilities to sign a landlord's waiver in form and substance acceptable to LenderLien Waiver. The requirements of this subsection Such requirement may be waived at the option of Lenderthe Administrative Agent, acting at the direction of the Required Lenders.
(b) Grantors To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Administrative Agent or the Required Lenders may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorize Lender authorizes the Administrative Agent, acting at the direction of the Required Lenders, to execute any such agreements, instruments or other documents in such Grantor’s name and to file such agreements, instruments or other documents in such Grantor’s name and in any appropriate filing office (including, without limitation, filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreements) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Administrative Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights (in each case, solely to the extent constituting Collateral), as applicable, and naming such Grantor as debtor and the Administrative Agent as secured party), (ii) authorizes the Administrative Agent at any time and from time to time prior to time, acting at the termination direction of the Loan Agreement Required Lenders, to file, one or more financing or continuation statements and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that (A) describe the Collateral as "“all assets" ” or "“all personal property" ” (or words of similar effect)); ) or that describe or identify the Collateral by type or in any other manner as the Required Lenders may determine, regardless of whether any particular asset of such Grantor falls within the scope of Article 9 of the UCC or whether any particular asset of such Grantor constitutes part of the Collateral, and (iiB) ratify contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including, without limitation, whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor) and (iii) ratifies such authorization to the extent that Lender the Administrative Agent has filed any such financing statements, continuation statements, or amendments thereto, prior to the date hereof; and (iii) authorize Lender to record this security agreement . A photocopy or other such documents required with reproduction of this Agreement or any financing statement covering the United States Copyright Office Collateral or United States Patent and Trademark Office relating to Intellectual Property that has an application pending or been or will any part thereof shall be registeredsufficient as a financing statement where permitted by law.
(c) Each Grantor hereby irrevocably appoints Lender Upon the occurrence and during the continuance of an Event of Default, in addition to all other rights and remedies available to the Administrative Agent under any other agreement, at law, in equity, or otherwise, and in all cases without any requirement that any notice be delivered to any Person (except as its attorney-in-fact explicitly set forth in clause (vii) below), (i) the Administrative Agent shall have the right, at the direction of the Required Lenders, to obtain and proxyadjust insurance required to be paid to the Administrative Agent pursuant to the Credit Agreement, (ii) the Administrative Agent shall have the right, at the direction of the Required Lenders, to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Collateral, (iii) the Administrative Agent shall have the right, at the direction of the Required Lenders, to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper in connection with full authority clause (i) or (ii) above, (iv) the Administrative Agent shall have the sole and power exclusive right to receive any and all dividends, payments or other Proceeds paid in respect of substitution the Pledged Interests and other Investment Property and make application thereof to the Secured Obligations in the place manner set forth in Section 9.03 of the Credit Agreement, (v) the Administrative Agent shall have the right (but shall be under no obligation) to register any or all of the Pledged Interests and stead of said Grantor and other Investment Property in the name of said the Administrative Agent or its nominee, (vi) all rights of each Grantor to exercise or refrain from exercising the voting, corporate, consensual and other rights and privileges pertaining to the Pledged Interests and other Investment Property to which such Grantor would otherwise be entitled shall automatically cease and become vested in the Administrative Agent, (vii) upon concurrent notice to any Grantor, the Administrative Agent or its nominee shall have (except to the extent, if any, specifically waived in each instance by the Administrative Agent (at the direction of the Required Lenders) in writing) to exercise or refrain from exercising, but under no circumstances is the Administrative Agent obligated by the terms of this Agreement or otherwise to exercise, (x) all voting, corporate, consensual and other rights and privileges pertaining to the Pledged Interests and other Investment Property, whether at any meeting of shareholders (or members, partners or other comparable body, as applicable) of the relevant Pledged Issuer or Pledged Issuers, by written consent in lieu of a meeting or otherwise, from time and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to time in Lender's the Pledged Interests and other Investment Property as if it were the absolute owner thereof (including the right to exchange, at its discretion, any and all of the Pledged Interests or other Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Pledged Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to the Pledged Interests or other Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests or other Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent or the Required Lenders may determine), all without liability except to account for property actually received by the Administrative Agent as a result of the exercise or non-exercise of such powers, but the Administrative Agent shall have no duty to any Grantor or any other Person to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, (viii) to file any claims or take any action and to execute or institute any instrument that Lender proceedings which the Administrative Agent or the Required Lenders may deem necessary or advisable desirable for the collection of any Collateral or otherwise to accomplish enforce the purposes rights of this Agreement. THIS POWER AND PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE TERMINATION DATE. THIS POWER AND PROXY SHALL BE EFFECTIVE AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY INVESTMENT PROPERTY ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE INVESTMENT PROPERTY OR ANY OFFICER OR LENDER THEREOF). Grantors ratify all actions taken by Lender pursuant to this power the Administrative Agent and proxy granted. All prior proxies granted by Grantors the Lenders with respect to any Collateral, (ix) the subject matter hereof are hereby revoked.
Administrative Agent shall have the right, in consultation with the Required Lender, to execute assignments, licenses and other documents to enforce the rights of the Administrative Agent and the Lenders with respect to any Collateral, (dx) So the Administrative Agent shall have the right, at the direction of the Required Lenders, to pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Administrative Agent or the Required Lenders, and such payments made by the Administrative Agent to become Obligations of such Grantor, due and payable immediately without demand, (xi) the Administrative Agent shall have the right, at the direction of the Required Lenders, to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper and other documents relating to the Collateral, (xii) the Administrative Agent shall have the right, at the direction of the Required Lenders, to execute (to the extent necessary under applicable Law) on behalf of any Grantor any document (including any document required by the United States Trademark and Patent Office, the United States Copyright Office, or domain name registrar) to effect an assignment or sale of all right, title and interest in any of such Grantor’s Intellectual Property constituting Collateral, and record the same and (xiii) the Administrative Agent shall have the right, at the direction of the Required Lenders, to contact and enter into one or more agreements with the issuers of uncertificated securities that constitute Pledged Interests or with securities intermediaries holding Pledged Interests as may be necessary or advisable to give the Administrative Agent control over such Pledged Interests in accordance with the terms hereof. The Administrative Agent may exercise any such rights or privileges with respect to one or more of the Grantors at the same or different times, may waive any such rights or privileges in part without suspending all such rights (as specified by the Administrative Agent, acting at the direction of the Required Lenders), and may temporarily waive any such rights or privileges without waiving or otherwise affecting the Administrative Agent’s right to exercise any such rights or privileges at any other time so long as no an Event of Default has occurred and is continuing. Each Grantor hereby appoints the Administrative Agent as such Grantor’s true and lawful attorney-in-fact, Grantor shall be permitted with full power of substitution, and grants to receive the Administrative Agent this IRREVOCABLE PROXY, to vote all Proceeds, including dividends and distributions paid in respect or any part of the Pledged Equity Interests and other Investment Property from time to time following the extent permitted by occurrence and during the Loan Agreementcontinuance of an Event of Default, provided that in each case in any manner the Administrative Agent deems advisable in consultation with the Required Lenders for or against any or all such Proceeds shall matters submitted, or which may be deposited into submitted, to a vote of shareholders (including holders of any capital stock of any Pledged Issuer), partners or members, as the Primary Accountcase may be, and to exercise all other rights, powers, privileges and remedies to which any such shareholders (including holders of any capital stock of any Pledged Issuer), partners or members would be entitled (including, without limitation, giving or withholding written consents of holders of capital stock of any Pledged Issuer, calling special meetings of the holders of the capital stock of any Pledged Issuer and voting at such meetings). The power-of-attorney and irrevocable proxy granted hereby are effective automatically upon the occurrence and during the continuance of an Event of Default without the necessity that any action (including, without limitation, that any transfer of any of the Pledged Interests or other Investment Property be recorded on the books and records of the relevant Pledged Issuer or that any of the Pledged Interests or other Investment Property be registered in the name of the Administrative Agent or any other Person) be taken by any Person (including the Pledged Issuer of the relevant Pledged Interests or other Investment Property or any officer or agent thereof), are coupled with an interest and shall be irrevocable, shall survive the bankruptcy, dissolution or winding up of each relevant Grantor, and shall terminate only upon the occurrence of Payment in Full.
(d) For the purpose of enabling the Administrative Agent to exercise rights and remedies hereunder, at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (i) grants to the Administrative Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, assign, license or sublicense any Intellectual Property now or hereafter owned by any Grantor, wherever the same may be located, including in such license (exercisable without payment of royalty or other compensation to any Grantor) access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; and (ii) assigns to the Administrative Agent, to the extent assignable, all of its rights to any Intellectual Property now or hereafter licensed or used by any Grantor. In connection with the foregoing, each Grantor hereby irrevocably agrees that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may exercise its rights and remedies hereunder with respect to the Pledged Equity; providedany Grantor’s Intellectual Property constituting Collateral and sell any Grantor’s Inventory directly to any Person, that no vote shall be cast including without limitation Persons who have previously purchased any Grantor’s Inventory from such Grantor and in connection with any such sale or other right exercised enforcement of the Administrative Agent’s rights under this Agreement, may (subject to any restrictions contained in applicable third party licenses entered into by a Grantor) sell Inventory which bears any Trademark owned by or action taken which would have a Material Adverse Effect licensed to any Grantor and any Inventory that is covered by any Intellectual Property owned by or which would be inconsistent with licensed to such Grantor and the Administrative Agent may finish any work in process and affix any relevant Trademark owned by or result in licensed to any violation Grantor and sell such Inventory as provided herein. The exercise of rights and remedies hereunder by the Administrative Agent shall not terminate the rights of the holders of any provision licenses or sublicenses theretofore granted by any Grantor in accordance with the second sentence of this clause (d). Each Grantor hereby releases the Loan AgreementAdministrative Agent from any claims, this Agreement causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent under the powers of attorney granted herein other Loan Documentthan actions taken through the Administrative Agent’s gross negligence or willful misconduct, as determined by a final determination of a court of competent jurisdiction.
(e) On each date on which a Compliance Certificate is required If any Grantor fails to perform any agreement or obligation contained herein, the Administrative Agent may itself perform, or cause performance of, such agreement or obligation, in the name of such Grantor or the Administrative Agent, and the expenses of the Administrative Agent incurred in connection therewith shall be delivered jointly and severally payable by the Grantors pursuant to Section 10 hereof and shall be secured by the Loan Agreement, each Grantor Collateral.
(f) The powers conferred on the Administrative Agent hereunder are solely to protect the Administrative Agent’s and Secured Parties’ interest in the Collateral and shall provide Lender updates to the Schedules and Exhibits hereto in order to make such Schedules and Exhibits complete and correct as of such date and, not impose any duty upon the request of Lender, the applicable Grantor shall promptly cause Administrative Agent or any Secured Party to be prepared, executed, and delivered to Lender supplemental schedules and exhibits to the applicable Loan Documents.exercise any such powe
Appears in 1 contract
Sources: Pledge and Security Agreement (Purple Innovation, Inc.)
Additional Provisions Concerning the Collateral. (a) With Each of the Grantors shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent a Lien Waiver with respect to leased Premises(i) each bailee with which such Grantor keeps Inventory or other assets as of the Closing Date with a fair market value in excess of $100,000 and (ii) to the extent required by the Administrative Agent, each landlord which leases real property (and the accompanying facilities) to any of the Grantors as of the Closing Date. If any Grantor shall cause to be delivered Inventory or other personal property in excess of $100,000 in fair market value to any bailee after the Closing Date, such Grantor shall use commercially reasonable efforts to cause such bailee to sign a Lien Waiver. Such requirement may be waived at the option of the Administrative Agent. If any Grantor shall lease any real property or facilities and the value of property of such Grantor located at such leased real property is in excess of $100,000 in fair market value after the Closing Date, such Grantor shall use commercially reasonable efforts to cause the landlord(s) landlord in respect of such leased Premises property or facilities to sign a landlord's waiver in form and substance acceptable to LenderLien Waiver. The requirements of this subsection Such requirement may be waived at the option of Lenderthe Administrative Agent.
(b) Grantors To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Administrative Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorize Lender authorizes the Administrative Agent to execute any such agreements, instruments or other documents in such Grantor’s name and to file such agreements, instruments or other documents in such Grantor’s name and in any appropriate filing office (including, without limitation, filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreements) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Administrative Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights (in each case, solely to the extent constituting Collateral), as applicable, and naming such Grantor as debtor and the Administrative Agent as secured party), (ii) authorizes the Administrative Agent at any time and from time to time prior to the termination of the Loan Agreement to file, one or more financing or continuation statements and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that (A) describe the Collateral as "“all assets" ” or "“all personal property" ” (or words of similar effect)); ) or that describe or identify the Collateral by type or in any other manner as the Administrative Agent may determine, regardless of whether any particular asset of such Grantor falls within the scope of Article 9 of the UCC or whether any particular asset of such Grantor constitutes part of the Collateral, and (iiB) ratify contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including, without limitation, whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor) and (iii) ratifies such authorization to the extent that Lender the Administrative Agent has filed any such financing statements, continuation statements, or amendments thereto, prior to the date hereof; and (iii) authorize Lender to record this security agreement . A photocopy or other such documents required with reproduction of this Agreement or any financing statement covering the United States Copyright Office Collateral or United States Patent and Trademark Office relating to Intellectual Property that has an application pending or been or will any part thereof shall be registeredsufficient as a financing statement where permitted by law.
(c) Each Grantor hereby irrevocably appoints Lender Upon the occurrence and during the continuance of an Event of Default, in addition to all other rights and remedies available to the Administrative Agent under any other agreement, at law, in equity, or otherwise, and in all cases without any requirement that any notice be delivered to any Person (except as explicitly set forth in clause (vii) below), subject to the Intercreditor Agreement, (i) the Administrative Agent in its attorney-in-fact sole discretion shall have the right to obtain and proxyadjust insurance required to be paid to the Administrative Agent pursuant to the Credit Agreement, (ii) the Administrative Agent in its sole discretion shall have the right to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Collateral, (iii) the Administrative Agent in its sole discretion shall have the right to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper in connection with full authority clause (i) or (ii) above, (iv) the Administrative Agent shall have the sole and power exclusive right to receive any and all dividends, payments or other Proceeds paid in respect of substitution the Pledged Interests and other Investment Property and make application thereof to the Secured Obligations in the place manner set forth in Section 9.03 of the Credit Agreement, (v) the Administrative Agent shall have the sole and stead exclusive right (but shall be under no obligation) to register any or all of said Grantor the Pledged Interests and other Investment Property in the name of said the Administrative Agent or its nominee, (vi) all rights of each Grantor to exercise or refrain from exercising the voting, corporate, consensual and other rights and privileges pertaining to the Pledged Interests and other Investment Property to which such Grantor would otherwise be entitled shall automatically cease and become vested in the Administrative Agent, (vii) upon concurrent notice to any Grantor, the Administrative Agent or its nominee shall have (except to the extent, if any, specifically waived in each instance by the Administrative Agent in writing in its sole discretion) the sole and exclusive right to exercise or refrain from exercising, but under no circumstances is the Administrative Agent obligated by the terms of this Agreement or otherwise to exercise, (x) all voting, corporate, consensual and other rights and privileges pertaining to the Pledged Interests and other Investment Property, whether at any meeting of shareholders (or members, partners or other comparable body, as applicable) of the relevant Pledged Issuer or Pledged Issuers, by written consent in lieu of a meeting or otherwise, from time and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to time in Lender's the Pledged Interests and other Investment Property as if it were the absolute owner thereof (including the right to exchange, at its discretion, any and all of the Pledged Interests or other Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Pledged Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to the Pledged Interests or other Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests or other Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine in its sole discretion), all without liability except to account for property actually received by the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor or any other Person to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, (viii) to file any claims or take any action and to execute or institute any instrument that Lender proceedings which the Administrative Agent may deem necessary or advisable desirable for the collection of any Collateral or otherwise to accomplish enforce the purposes rights of this Agreement. THIS POWER AND PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE TERMINATION DATE. THIS POWER AND PROXY SHALL BE EFFECTIVE AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY INVESTMENT PROPERTY ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE INVESTMENT PROPERTY OR ANY OFFICER OR LENDER THEREOF). Grantors ratify all actions taken by Lender pursuant to this power the Administrative Agent and proxy granted. All prior proxies granted by Grantors the Term Loan Lenders with respect to any Collateral, (ix) the subject matter hereof are hereby revoked.
Administrative Agent in its sole discretion shall have the right to execute assignments, licenses and other documents to enforce the rights of the Administrative Agent and the Term Loan Lenders with respect to any Collateral, (dx) So the Administrative Agent in its sole discretion shall have the right to pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Administrative Agent in their respective sole discretion, and such payments made by the Administrative Agent to become Obligations of such Grantor, due and payable immediately without demand, (xi) the Administrative Agent in its sole discretion shall have the right to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper and other documents relating to the Collateral, (xii) the Administrative Agent in its sole discretion shall have the right to execute (to the extent necessary under applicable Law) on behalf of any Grantor any document (including any document required by the United States Trademark and Patent Office, the United States Copyright Office, or domain name registrar) to effect an assignment or sale of all right, title and interest in any of such Grantor’s Intellectual Property constituting Collateral, and record the same and (xiii) the Administrative Agent in its sole discretion shall have the right to contact and enter into one or more agreements with the issuers of uncertificated securities that constitute Pledged Interests or with securities intermediaries holding Pledged Interests as may be necessary or advisable to give the Administrative Agent control over such Pledged Interests in accordance with the terms hereof. The Administrative Agent may exercise any such rights or privileges with respect to one or more of the Grantors at the same or different times, may waive any such rights or privileges in its sole discretion in part without suspending all such rights (as specified by the Administrative Agent in its sole discretion), and may temporarily waive any such rights or privileges in its sole discretion without waiving or otherwise affecting the Administrative Agent’s right to exercise any such rights or privileges at any other time so long as no an Event of Default has occurred and is continuing. Each Grantor hereby appoints the Administrative Agent as such Grantor’s true and lawful attorney-in-fact, Grantor shall be permitted with full power of substitution, and grants to receive the Administrative Agent this IRREVOCABLE PROXY, to vote all Proceeds, including dividends and distributions paid in respect or any part of the Pledged Equity Interests and other Investment Property from time to time following the extent permitted by occurrence and during the Loan Agreementcontinuance of an Event of Default, provided that in each case in any manner the Administrative Agent deems advisable in its sole discretion for or against any or all such Proceeds shall matters submitted, or which may be deposited into submitted, to a vote of shareholders (including holders of any capital stock of any Pledged Issuer), partners or members, as the Primary Accountcase may be, and to exercise all other rights, powers, privileges and remedies to which any such shareholders (including holders of any capital stock of any Pledged Issuer), partners or members would be entitled (including, without limitation, giving or withholding written consents of holders of capital stock of any Pledged Issuer, calling special meetings of the holders of the capital stock of any Pledged Issuer and voting at such meetings). The power-of-attorney and irrevocable proxy granted hereby are effective automatically upon the occurrence and during the continuance of an Event of Default without the necessity that any action (including, without limitation, that any transfer of any of the Pledged Interests or other Investment Property be recorded on the books and records of the relevant Pledged Issuer or that any of the Pledged Interests or other Investment Property be registered in the name of the Administrative Agent or any other Person) be taken by any Person (including the Pledged Issuer of the relevant Pledged Interests or other Investment Property or any officer or agent thereof), are coupled with an interest and shall be irrevocable, shall survive the bankruptcy, dissolution or winding up of each relevant Grantor, and shall terminate only upon the occurrence of Payment in Full.
(d) For the purpose of enabling the Administrative Agent to exercise rights and remedies hereunder, at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (i) grants to the Administrative Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, assign, license or sublicense any Intellectual Property now or hereafter owned by any Grantor, wherever the same may be located, including in such license (exercisable without payment of royalty or other compensation to any Grantor) access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; and (ii) assigns to the Administrative Agent, to the extent assignable, all of its rights to any Intellectual Property now or hereafter licensed or used by any Grantor. In connection with the foregoing, each Grantor hereby irrevocably agrees that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may exercise its rights and remedies hereunder with respect to the Pledged Equity; providedany Grantor’s Intellectual Property constituting Collateral and sell any Grantor’s Inventory directly to any Person, that no vote shall be cast including without limitation Persons who have previously purchased any Grantor’s Inventory from such Grantor and in connection with any such sale or other right exercised enforcement of the Administrative Agent’s rights under this Agreement, may (subject to any restrictions contained in applicable third party licenses entered into by a Grantor) sell Inventory which bears any Trademark owned by or action taken which would have a Material Adverse Effect licensed to any Grantor and any Inventory that is covered by any Intellectual Property owned by or which would be inconsistent with licensed to such Grantor and the Administrative Agent may finish any work in process and affix any relevant Trademark owned by or result in licensed to any violation Grantor and sell such Inventory as provided herein. The exercise of rights and remedies hereunder by the Administrative Agent shall not terminate the rights of the holders of any provision licenses or sublicenses theretofore granted by any Grantor in accordance with the second sentence of this clause (d). Each Grantor hereby releases the Loan AgreementAdministrative Agent from any claims, this Agreement causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent under the powers of attorney granted herein other Loan Documentthan actions taken or omitted to be taken through the Administrative Agent’s gross negligence or willful misconduct, as determined by a final determination of a court of competent jurisdiction.
(e) On each date on which a Compliance Certificate is required If any Grantor fails to perform any agreement or obligation contained herein, the Administrative Agent may itself perform, or cause performance of, such agreement or obligation, in the name of such Grantor or the Administrative Agent, and the expenses of the Administrative Agent incurred in connection therewith shall be delivered jointly and severally payable by the Grantors pursuant to Section 10 hereof and shall be secured by the Loan AgreementCollateral.
(f) The powers conferred on the Administrative Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Other than the exercise of reasonable care to assure the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, each Grantor the Administrative Agent shall provide Lender updates have no duty as to any Collateral or as to the Schedules taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral and Exhibits hereto shall be relieved of all responsibility for any Collateral in order its possession upon surrendering it or tendering surrender of it to make such Schedules and Exhibits complete and correct any of the Grantors (or whomsoever shall be lawfully entitled to receive the same or as a court of such date and, upon the request of Lender, the applicable Grantor competent jurisdiction shall promptly cause to be prepared, executed, and delivered to Lender supplemental schedules and exhibits to the applicable Loan Documents.direct). The Administrative Agent
Appears in 1 contract
Sources: Pledge and Security Agreement (Purple Innovation, Inc.)
Additional Provisions Concerning the Collateral. (a) With respect Grantors hereby authorize Lender to leased Premisesfile, each Grantor shall use commercially reasonable efforts without the signature of Grantors as permitted by law, one or more financing or continuation statements, and amendments thereto, relating to cause the landlord(s) in respect of such leased Premises to sign a landlord's waiver in form and substance acceptable to Lender. The requirements of this subsection may be waived at the option of LenderCollateral.
(b) Grantors hereby (i) authorize Lender at to file notations on any time and from time to time prior to certificate of title with the termination of the Loan Agreement to file, one or more financing or continuation statements and amendments theretoapplicable state licensing authority, relating to the Collateral (including, without limitation, any such financing statements that describe the Collateral as "all assets" or "all personal property" (or words of similar effect)); (ii) ratify such authorization to the extent that Lender has filed any such financing statements, continuation statements, or amendments thereto, prior to the date hereof; and (iii) authorize Lender to record this security agreement or other such documents required with the United States Copyright Office or United States Patent and Trademark Office relating to Intellectual Property that has an application pending or been or will be registeredCollateral.
(c) Each Grantor Grantors hereby irrevocably appoints appoint Lender as its Grantors’ attorney-in-fact and proxy, with full authority and power of substitution in the place and stead of said Grantor Grantors and in the name of said Grantor Grantors or otherwise, from time to time in Lender's ’s discretion, to take any action and to execute any instrument that which Lender may deem necessary or advisable to accomplish the purposes of this Agreement. THIS POWER AND PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE TERMINATION DATE. THIS POWER AND PROXY SHALL BE EFFECTIVE AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY INVESTMENT PROPERTY ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE INVESTMENT PROPERTY OR ANY OFFICER OR LENDER THEREOF). Grantors hereby ratify and approve all actions taken by Lender pursuant acts of said attorney; and the attorney so long as the attorney acts in good faith it shall have no liability to this power and proxy granted. All prior proxies granted by Grantors with respect to the subject matter hereof are hereby revokedfor any act or omission as such attorney.
(d) So long as no Event If Grantors fail to perform any agreement contained herein, Lender may itself perform, or cause performance of Default has occurred such agreement or obligation, and is continuing, Grantor the expenses of Lender incurred in connection therewith shall be permitted to receive all Proceedspayable by Grantors under Section 8 hereof, including dividends and distributions paid in respect of the Pledged Equity to the extent permitted by the Loan Agreement, provided that all such Proceeds shall be deposited into the Primary Account, and to exercise all voting and other rights with respect to the Pledged Equity; provided, that no vote shall be cast or other right exercised or action taken which would have a Material Adverse Effect or which would be inconsistent with or result in any violation of any provision of the Loan Agreement, this Agreement or any other Loan Documentfully secured hereby.
(e) On each date The powers conferred on which a Compliance Certificate is required Lender hereunder are solely to be delivered pursuant protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Lender shall have no duty as to any Collateral or as to the Loan Agreement, each Grantor shall provide Lender updates taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
(f) Anything herein to the Schedules contrary notwithstanding:
(1) Grantors shall remain liable under any contracts and Exhibits hereto agreements included in order to make such Schedules and Exhibits complete and correct as of such date and, upon the request of Lender, the applicable Grantor shall promptly cause to be prepared, executed, and delivered to Lender supplemental schedules and exhibits or relating to the applicable Loan DocumentsCollateral to the extent set forth therein to perform all of Grantors obligations thereunder to the same extent as if this Agreement had not been executed; (ii) the exercise by Lender of any of its rights hereunder shall not release Grantor from any of Grantors’ duties or obligations under the contracts and agreements included in or relating to the Collateral; and (iii) Lender shall not have any obligation or liability by reason of this Agreement under any contracts and agreements included in or relating to the Collateral, nor shall Lender be obligated to perform any of the obligations or duties of Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
Appears in 1 contract
Sources: Loan Amendment and Consolidation Agreement (Adamis Pharmaceuticals Corp)
Additional Provisions Concerning the Collateral. (a) With Each of the Grantors shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent a Lien Waiver with respect to leased Premises(i) each bailee with which such Grantor keeps Inventory or other assets as of the Closing Date with a fair market value in excess of $100,000 and (ii) to the extent required by the Administrative Agent, each landlord which leases real property (and the accompanying facilities) to any of the Grantors as of the Closing Date. If any Grantor shall cause to be delivered Inventory or other personal property in excess of $100,000 in fair market value to any bailee after the Closing Date, such Grantor shall use commercially reasonable efforts to cause such bailee to sign a Lien Waiver. Such requirement may be waived at the option of the Administrative Agent. If any Grantor shall lease any real property or facilities and the value of property of such Grantor located at such leased real property is in excess of $100,000 in fair market value after the Closing Date, such Grantor shall use commercially reasonable efforts to cause the landlord(s) landlord in respect of such leased Premises property or facilities to sign a landlord's waiver in form and substance acceptable to LenderLien Waiver. The requirements of this subsection Such requirement may be waived at the option of Lenderthe Administrative Agent.
(b) Grantors To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Administrative Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorize Lender authorizes the Administrative Agent to execute any such agreements, instruments or other documents in such Grantor’s name and to file such agreements, instruments or other documents in such Grantor’s name and in any appropriate filing office (including, without limitation, filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreements) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Administrative Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights (in each case, solely to the extent constituting Collateral), as applicable, and naming such Grantor as debtor and the Administrative Agent as secured party), (ii) authorizes the Administrative Agent at any time and from time to time prior to the termination of the Loan Agreement to file, one or more financing or continuation statements and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that (A) describe the Collateral as "“all assets" ” or "“all personal property" ” (or words of similar effect)); ) or that describe or identify the Collateral by type or in any other manner as the Administrative Agent may determine, regardless of whether any particular asset of such Grantor falls within the scope of Article 9 of the UCC or whether any particular asset of such Grantor constitutes part of the Collateral, and (iiB) ratify contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including, without limitation, whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor) and (iii) ratifies such authorization to the extent that Lender the Administrative Agent has filed any such financing statements, continuation statements, or amendments thereto, prior to the date hereof; and (iii) authorize Lender to record this security agreement . A photocopy or other such documents required with reproduction of this Agreement or any financing statement covering the United States Copyright Office Collateral or United States Patent and Trademark Office relating to Intellectual Property that has an application pending or been or will any part thereof shall be registeredsufficient as a financing statement where permitted by law.
(c) Each Grantor hereby irrevocably appoints Lender Upon the occurrence and during the continuance of an Event of Default, in addition to all other rights and remedies available to the Administrative Agent under any other agreement, at law, in equity, or otherwise, and in all cases without any requirement that any notice be delivered to any Person (except as explicitly set forth in clause (vii) below), subject to the Intercreditor Agreement, (i) the Administrative Agent in its attorney-in-fact sole discretion shall have the right to obtain and proxyadjust insurance required to be paid to the Administrative Agent pursuant to the Credit Agreement, (ii) the Administrative Agent in its sole discretion shall have the right to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Collateral, (iii) the Administrative Agent in its sole discretion shall have the right to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper in connection with full authority clause (i) or (ii) above, (iv) the Administrative Agent shall have the sole and power exclusive right to receive any and all dividends, payments or other Proceeds paid in respect of substitution the Pledged Interests and other Investment Property and make application thereof to the Secured Obligations in the place manner set forth in Section 9.03 of the Credit Agreement, (v) the Administrative Agent shall have the sole and stead exclusive right (but shall be under no obligation) to register any or all of said Grantor the Pledged Interests and other Investment Property in the name of said the Administrative Agent or its nominee, (vi) all rights of each Grantor to exercise or refrain from exercising the voting, corporate, consensual and other rights and privileges pertaining to the Pledged Interests and other Investment Property to which such Grantor would otherwise be entitled shall automatically cease and become vested in the Administrative Agent, (vii) upon concurrent notice to any Grantor, the Administrative Agent or its nominee shall have (except to the extent, if any, specifically waived in each instance by the Administrative Agent in writing in its sole discretion) the sole and exclusive right to exercise or refrain from exercising, but under no circumstances is the Administrative Agent obligated by the terms of this Agreement or otherwise to exercise, (x) all voting, corporate, consensual and other rights and privileges pertaining to the Pledged Interests and other Investment Property, whether at any meeting of shareholders (or members, partners or other comparable body, as applicable) of the relevant Pledged Issuer or Pledged Issuers, by written consent in lieu of a meeting or otherwise, from time and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to time in Lender's the Pledged Interests and other Investment Property as if it were the absolute owner thereof (including the right to exchange, at its discretion, any and all of the Pledged Interests or other Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Pledged Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to the Pledged Interests or other Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests or other Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine in its sole discretion), all without liability except to account for property actually received by the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor or any other Person to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, (viii) to file any claims or take any action and to execute or institute any instrument that Lender proceedings which the Administrative Agent may deem necessary or advisable desirable for the collection of any Collateral or otherwise to accomplish enforce the purposes rights of this Agreement. THIS POWER AND PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE TERMINATION DATE. THIS POWER AND PROXY SHALL BE EFFECTIVE AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY INVESTMENT PROPERTY ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE INVESTMENT PROPERTY OR ANY OFFICER OR LENDER THEREOF). Grantors ratify all actions taken by Lender pursuant to this power the Administrative Agent and proxy granted. All prior proxies granted by Grantors the Lenders with respect to any Collateral, (ix) the subject matter hereof are hereby revoked.
Administrative Agent in its sole discretion shall have the right to execute assignments, licenses and other documents to enforce the rights of the Administrative Agent and the Lenders with respect to any Collateral, (dx) So the Administrative Agent in its sole discretion shall have the right to pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Administrative Agent in their respective sole discretion, and such payments made by the Administrative Agent to become Obligations of such Grantor, due and payable immediately without demand, (xi) the Administrative Agent in its sole discretion shall have the right to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper and other documents relating to the Collateral, (xii) the Administrative Agent in its sole discretion shall have the right to execute (to the extent necessary under applicable Law) on behalf of any Grantor any document (including any document required by the United States Trademark and Patent Office, the United States Copyright Office, or domain name registrar) to effect an assignment or sale of all right, title and interest in any of such Grantor’s Intellectual Property constituting Collateral, and record the same and (xiii) the Administrative Agent in its sole discretion shall have the right to contact and enter into one or more agreements with the issuers of uncertificated securities that constitute Pledged Interests or with securities intermediaries holding Pledged Interests as may be necessary or advisable to give the Administrative Agent control over such Pledged Interests in accordance with the terms hereof. The Administrative Agent may exercise any such rights or privileges with respect to one or more of the Grantors at the same or different times, may waive any such rights or privileges in its sole discretion in part without suspending all such rights (as specified by the Administrative Agent in its sole discretion), and may temporarily waive any such rights or privileges in its sole discretion without waiving or otherwise affecting the Administrative Agent’s right to exercise any such rights or privileges at any other time so long as no an Event of Default has occurred and is continuing. Each Grantor hereby appoints the Administrative Agent as such Grantor’s true and lawful attorney-in-fact, Grantor shall be permitted with full power of substitution, and grants to receive the Administrative Agent this IRREVOCABLE PROXY, to vote all Proceeds, including dividends and distributions paid in respect or any part of the Pledged Equity Interests and other Investment Property from time to time following the extent permitted by occurrence and during the Loan Agreementcontinuance of an Event of Default, provided that in each case in any manner the Administrative Agent deems advisable in its sole discretion for or against any or all such Proceeds shall matters submitted, or which may be deposited into submitted, to a vote of shareholders (including holders of any capital stock of any Pledged Issuer), partners or members, as the Primary Accountcase may be, and to exercise all other rights, powers, privileges and remedies to which any such shareholders (including holders of any capital stock of any Pledged Issuer), partners or members would be entitled (including, without limitation, giving or withholding written consents of holders of capital stock of any Pledged Issuer, calling special meetings of the holders of the capital stock of any Pledged Issuer and voting at such meetings). The power-of-attorney and irrevocable proxy granted hereby are effective automatically upon the occurrence and during the continuance of an Event of Default without the necessity that any action (including, without limitation, that any transfer of any of the Pledged Interests or other Investment Property be recorded on the books and records of the relevant Pledged Issuer or that any of the Pledged Interests or other Investment Property be registered in the name of the Administrative Agent or any other Person) be taken by any Person (including the Pledged Issuer of the relevant Pledged Interests or other Investment Property or any officer or agent thereof), are coupled with an interest and shall be irrevocable, shall survive the bankruptcy, dissolution or winding up of each relevant Grantor, and shall terminate only upon the occurrence of Payment in Full.
(d) For the purpose of enabling the Administrative Agent to exercise rights and remedies hereunder, at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (i) grants to the Administrative Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, assign, license or sublicense any Intellectual Property now or hereafter owned by any Grantor, wherever the same may be located, including in such license (exercisable without payment of royalty or other compensation to any Grantor) access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; and (ii) assigns to the Administrative Agent, to the extent assignable, all of its rights to any Intellectual Property now or hereafter licensed or used by any Grantor. In connection with the foregoing, each Grantor hereby irrevocably agrees that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Administrative Agent may exercise its rights and remedies hereunder with respect to the Pledged Equity; providedany Grantor’s Intellectual Property constituting Collateral and sell any Grantor’s Inventory directly to any Person, that no vote shall be cast including without limitation Persons who have previously purchased any Grantor’s Inventory from such Grantor and in connection with any such sale or other right exercised enforcement of the Administrative Agent’s rights under this Agreement, may (subject to any restrictions contained in applicable third party licenses entered into by a Grantor) sell Inventory which bears any Trademark owned by or action taken which would have a Material Adverse Effect licensed to any Grantor and any Inventory that is covered by any Intellectual Property owned by or which would be inconsistent with licensed to such Grantor and the Administrative Agent may finish any work in process and affix any relevant Trademark owned by or result in licensed to any violation Grantor and sell such Inventory as provided herein. The exercise of rights and remedies hereunder by the Administrative Agent shall not terminate the rights of the holders of any provision licenses or sublicenses theretofore granted by any Grantor in accordance with the second sentence of this clause (d). Each Grantor hereby releases the Loan AgreementAdministrative Agent from any claims, this Agreement causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Administrative Agent under the powers of attorney granted herein other Loan Documentthan actions taken or omitted to be taken through the Administrative Agent’s gross negligence or willful misconduct, as determined by a final determination of a court of competent jurisdiction.
(e) On each date on which a Compliance Certificate is required If any Grantor fails to perform any agreement or obligation contained herein, the Administrative Agent may itself perform, or cause performance of, such agreement or obligation, in the name of such Grantor or the Administrative Agent, and the expenses of the Administrative Agent incurred in connection therewith shall be delivered jointly and severally payable by the Grantors pursuant to Section 10 hereof and shall be secured by the Loan AgreementCollateral.
(f) The powers conferred on the Administrative Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Other than the exercise of reasonable care to assure the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, each Grantor the Administrative Agent shall provide Lender updates have no duty as to any Collateral or as to the Schedules taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral and Exhibits hereto shall be relieved of all responsibility for any Collateral in order its possession upon surrendering it or tendering surrender of it to make such Schedules and Exhibits complete and correct any of the Grantors (or whomsoever shall be lawfully entitled to receive the same or as a court of such date and, upon the request of Lender, the applicable Grantor competent jurisdiction shall promptly cause direct). The Administrative Agent shall be deemed to be prepared, executed, and delivered to Lender supplemental schedules and exhibits to the applicable Loan Documents.h
Appears in 1 contract
Sources: Pledge and Security Agreement (Purple Innovation, Inc.)