Common use of Agent's Authority to Act Clause in Contracts

Agent's Authority to Act. For so long as any of the Senior Debt shall remain unpaid, the Agent shall have the right to act as attorney-in-fact for the Subordinated Lender and other holders of the Subordinated Debt for the purposes specified herein and the Subordinated Lender hereby irrevocably appoints the Agent as the Subordinated Lender's true and lawful attorney, with full power of substitution, in the name of the Subordinated Lender or in the name of holders of the Subordinated Debt, for the use and benefit of the holders of the Senior Debt without notice to the holders of Subordinated Debt or any of their representatives, successors or assigns, to perform the following acts, at the option of the holders of the Senior Debt, at any meeting of creditors of the Borrowers or in connection with any Insolvency Proceeding: (a) if a proper claim or proof of debt in respect of the Subordinated Debt has not been filed in the form required in any such Insolvency Proceeding at least ten (10) Business Days prior to the expiration of the time for filing such claims, to file an appropriate claim for and on behalf of the holders of Subordinated Debt; (b) to collect any assets of the Borrowers distributed, divided or applied by way of dividend or payment, or any securities issued, on account of the Subordinated Debt and to apply the same, or the proceeds of any realization upon the same that the Agent in its discretion elects to effect, to the Senior Debt until all of the Senior Debt (including, without limitation, all interest and other payments accruing or paid on the Senior Debt after the commencement of any Insolvency Proceeding at the rate specified in the Senior Debt) has been paid in full in cash to the satisfaction of the Lenders, rendering any surplus to the holders of Subordinated Debt if and to the extent permitted by law; and (c) generally to take any action in connection with any such Insolvency Proceeding either in its own name or in the name of the Subordinated Lender (including without limitation voting on any plan of reorganization) that the holders of Subordinated Debt would be authorized to take, but for this Agreement, in the event that the Agent believes such action is necessary to protect its interests in the Senior Debt and under this Agreement and after first giving the Subordinated Lender five (5) days' written notice of its intent to take such action (to the extent such notice is practicable), provided that the Agent agrees to permit the Subordinated Lender to take action on the Subordinated Lender's own behalf in connection with any such Insolvency Proceeding as may be necessary to reasonably protect the Subordinated Lender's interests, as long as such action is not contrary to or in conflict with the actions and interests of the Agent and the Subordinated Lender's interests are always in second position to the Senior Debt and the Senior Lien. In no event shall the holder or holders of the Senior Debt be liable to the Subordinated Lender or any other holders of the Subordinated Debt for any failure to prove the Subordinated Debt, to exercise any right with respect thereto or to collect any sums payable thereon. A distribution made under this Agreement to holders of Senior Debt that otherwise would have been made to holder or holders of Subordinated Debt is not, as between the Borrowers, or either of them, its other creditors and holder or holders of Subordinated Debt, a payment by the Borrowers on the Senior Debt, it being understood that the provisions of this Agreement are solely for the purpose of defining the relative rights of the holders of Subordinated Debt, on the one hand, and the holders of Senior Debt on the other hand. The Subordinated Lender represents that the Subordinated Lender is the sole holder of the Subordinated Debt and, except upon satisfaction of the conditions set forth in Section 16 hereof, shall not assign, participate, pledge, encumber or transfer any of the Subordinated Debt or any interest therein until the Senior Debt is repaid in full in cash and the Commitments are terminated. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

Agent's Authority to Act. For so long as any of the Senior Debt shall remain unpaid, the Agent shall have the right to act as attorney-in-fact for the each Subordinated Lender and other holders of the Subordinated Debt Party for the purposes specified herein and the each Subordinated Lender Party hereby irrevocably appoints the Agent as the such Subordinated LenderParty's true and lawful attorney, with full power of substitution, in the name of the such Subordinated Lender or in the name of holders of the Subordinated Debt, Party for the use and benefit of the holders of the Senior Debt without notice to the holders of Subordinated Debt Parties or any of their representatives, successors or assigns, to perform the following acts, at the option of the holders of the Senior Debt, at any meeting of creditors of the Borrowers Debtors or in connection with any Insolvency Proceeding: (a) if a proper claim or proof of debt in respect of the Subordinated Debt Fees has not been filed in the form required in any such Insolvency Proceeding at least ten (10) Business Days prior to the expiration of the time for filing such claims, to file an appropriate claim for and on behalf of the holders of any Subordinated DebtFees; (b) to collect any assets of the Borrowers Debtors distributed, divided or applied by way of dividend or payment, or any securities issued, on account of the Subordinated Debt Fees and to apply the same, or the proceeds of any realization upon the same that the Agent in its discretion elects to effect, to the Senior Debt until all of the Senior Debt (including, without limitation, all interest and other payments accruing or paid on the Senior Debt after the commencement of any Insolvency Proceeding at the rate specified in the Senior Debt) has been paid in full in cash to the satisfaction of the LendersLender Group and any commitment of the Agent to extend credit or make other financial accommodations to any Debtor is terminated, rendering any surplus to the holders of Subordinated Debt Parties if and to the extent permitted by law; and (c) generally to take any action in connection with any such Insolvency Proceeding either in its own name or in the name of the each Subordinated Lender Party (including without limitation limitation, voting on any plan of reorganization) that the holders of Subordinated Debt Parties would be authorized to take, but for this Agreement, in the event that the Agent believes such action is necessary to protect its interests in the Senior Debt and under this Agreement and after first giving the each Subordinated Lender Party five (5) days' written notice of its intent to take such action (to the extent such notice is practicable), provided that the Agent agrees to permit the such Subordinated Lender Party to take action on the such Subordinated LenderParty's own behalf in connection with any such Insolvency Proceeding as may be necessary to reasonably protect the such Subordinated LenderParty's interests, as long as such action is not contrary to or in conflict with the actions and interests of the Agent and the such Subordinated LenderParty's interests are always in second position to the Senior Debt and the Senior Lien. In no event shall the holder or holders of the Senior Debt be liable to the any Subordinated Lender or any other holders of the Subordinated Debt Party for any failure to prove the Subordinated DebtFees, to exercise any right with respect thereto or to collect any sums payable thereon. A distribution made under this Agreement to holders of Senior Debt that otherwise would have been made to holder or holders of Subordinated Debt Parties is not, as between the BorrowersDebtors, or either of them, its other creditors and holder or holders of any Subordinated DebtParty, a payment by the Borrowers Debtors on the Senior DebtAgent, it being understood that the provisions of this Agreement are solely for the purpose of defining the relative rights of the holders of Subordinated DebtParties, on the one hand, and the holders of Senior Debt on the other hand. The Each Subordinated Lender Party represents that the such Subordinated Lender is the sole holder of the Subordinated Debt and, except upon satisfaction of the conditions set forth in Section 16 hereof, Party shall not assign, participate, pledge, encumber or transfer any of the Subordinated Debt Fees or any interest therein until the Senior Debt is repaid in full in cash and the Commitments are terminated. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

Agent's Authority to Act. For so long as any of the Senior Debt shall remain unpaid, the Agent shall have the right to act as attorney-in-fact for the each Subordinated Lender and other holders of the Subordinated Debt Party for the purposes specified herein and the each Subordinated Lender Party hereby irrevocably appoints the Agent as the such Subordinated LenderParty's true and lawful attorney, with full power of substitution, in the name of the such Subordinated Lender or in the name of holders of the Subordinated Debt, Party for the use and benefit of the holders of the Senior Debt without notice to the holders of Subordinated Debt Parties or any of their representatives, successors or assigns, to perform the following acts, at the option of the holders of the Senior Debt, at any meeting of creditors of the Borrowers or in connection with any Insolvency Proceeding: (a) if a proper claim or proof of debt in respect of the Subordinated Debt Fees has not been filed in the form required in any such Insolvency Proceeding at least ten (10) Business Days prior to the expiration of the time for filing such claims, to file an appropriate claim for and on behalf of the holders of any Subordinated DebtFees; (b) to collect any assets of the Borrowers distributed, divided or applied by way of dividend or payment, or any securities issued, on account of the Subordinated Debt Fees and to apply the same, or the proceeds of any realization upon the same that the Agent in its discretion elects to effect, to the Senior Debt until all of the Senior Debt (including, without limitation, all interest and other payments accruing or paid on the Senior Debt after the commencement of any Insolvency Proceeding at the rate specified in the Senior Debt) has been paid in full in cash to the satisfaction of the LendersLenders and any commitment of the Agent to extend credit or make other financial accommodations to any Borrower is terminated, rendering any surplus to the holders of Subordinated Debt Parties if and to the extent permitted by law; and (c) generally to take any action in connection with any such Insolvency Proceeding either in its own name or in the name of the each Subordinated Lender Party (including without limitation limitation, voting on any plan of reorganization) that the holders of Subordinated Debt Parties would be authorized to take, but for this Agreement, in the event that the Agent believes such action is necessary to protect its interests in the Senior Debt and under this Agreement and after first giving the each Subordinated Lender Party five (5) days' written notice of its intent to take such action (to the extent such notice is practicable), provided that the Agent agrees to permit the such Subordinated Lender Party to take action on the such Subordinated LenderParty's own behalf in connection with any such Insolvency Proceeding as may be necessary to reasonably protect the such Subordinated LenderParty's interests, as long as such action is not contrary to or in conflict with the actions and interests of the Agent and the such Subordinated LenderParty's interests are always in second position to the Senior Debt and the Senior Lien. In no event shall the holder or holders of the Senior Debt be liable to the any Subordinated Lender or any other holders of the Subordinated Debt Party for any failure to prove the Subordinated DebtFees, to exercise any right with respect thereto or to collect any sums payable thereon. A distribution made under this Agreement to holders of Senior Debt that otherwise would have been made to holder or holders of Subordinated Debt Parties is not, as between the Borrowers, or either of them, its other creditors and holder or holders of any Subordinated DebtParty, a payment by the Borrowers on the Senior DebtAgent, it being understood that the provisions of this Agreement are solely for the purpose of defining the relative rights of the holders of Subordinated DebtParties, on the one hand, and the holders of Senior Debt on the other hand. The Each Subordinated Lender Party represents that the such Subordinated Lender is the sole holder of the Subordinated Debt and, except upon satisfaction of the conditions set forth in Section 16 hereof, Party shall not assign, participate, pledge, encumber or transfer any of the Subordinated Debt Fees or any interest therein until the Senior Debt is repaid in full in cash and the Commitments are terminated. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

Agent's Authority to Act. For so long as any of the Senior Debt shall remain unpaid, the Agent shall have the right to act as attorney-in-fact for the each Subordinated Lender and other holders of the Subordinated Debt for the purposes specified herein and the each Subordinated Lender hereby irrevocably appoints the Agent as the such Subordinated Lender's ’s true and lawful attorney, with full power of substitution, in the name of the such Subordinated Lender or in the name of holders of the Subordinated Debt, for the use and benefit of the holders of the Senior Debt without notice to the holders of Subordinated Debt or any of their representatives, successors or assigns, to perform the following acts, at the option of the holders of the Senior Debt, at any meeting of creditors of the Borrowers Debtors or in connection with any Insolvency Proceeding: (a) if a proper claim or proof of debt in respect of the Subordinated Debt has not been filed in the form required in any such Insolvency Proceeding at least ten (10) Business Days prior to the expiration of the time for filing such claims, to file an appropriate claim for and on behalf of the holders of Subordinated Debt; (b) to collect any assets of the Borrowers Debtors distributed, divided or applied by way of dividend or payment, or any securities issued, on account of the Subordinated Debt and to apply the same, or the proceeds of any realization upon the same that the Agent in its discretion elects to effect, to the Senior Debt until all of the Senior Debt (including, without limitation, all interest and other payments accruing or paid on the Senior Debt after the commencement of any Insolvency Proceeding at the rate specified in the Senior Debt) has been paid in full in cash to the satisfaction of the LendersLender Group, rendering any surplus to the holders of Subordinated Debt if and to the extent permitted by law; and (c) generally to take any action in connection with any such Insolvency Proceeding either in its own name or in the name of the each Subordinated Lender (including without limitation voting on any plan of reorganization) that the holders of Subordinated Debt would be authorized to take, but for this Agreement, in the event that the Agent believes such action is necessary to protect its interests in the Senior Debt and under this Agreement and after first giving the each Subordinated Lender five (5) days' ’ written notice of its intent to take such action (to the extent such notice is practicable), provided that the Agent agrees to permit the such Subordinated Lender to take action on the such Subordinated Lender's ’s own behalf in connection with any such Insolvency Proceeding as may be necessary to reasonably protect the such Subordinated Lender's ’s interests, as long as such action is not contrary to or in conflict with the actions and interests of the Agent and the such Subordinated Lender's ’s interests are always in second position to the Senior Debt and the Senior Lien. In no event shall the holder or holders of the Senior Debt be liable to the any Subordinated Lender or any other holders of the Subordinated Debt for any failure to prove the Subordinated Debt, to exercise any right with respect thereto or to collect any sums payable thereon. A distribution made under this Agreement to holders of Senior Debt that otherwise would have been made to holder or holders of Subordinated Debt is not, as between the BorrowersDebtors, or either any of them, its other creditors and holder or holders of Subordinated Debt, a payment by the Borrowers Debtors on the Senior Debt, it being understood that the provisions of this Agreement are solely for the purpose of defining the relative rights of the holders of Subordinated Debt, on the one hand, and the holders of Senior Debt on the other hand. The Each Subordinated Lender represents that the Subordinated Lender is Lenders are the sole holder holders of the Subordinated Debt and, except upon satisfaction of the conditions set forth in Section 16 hereof, shall not assign, participate, pledge, encumber or transfer any of the Subordinated Debt or any interest therein until the Senior Debt is repaid in full in cash and the Commitments are terminated. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.. LEGAL_US_W # 62526509.7

Agent's Authority to Act. For so long as any of the Senior Debt shall remain unpaid, the Agent shall have the right to act as attorney-in-fact for the Subordinated Lender and other holders of the Subordinated Debt for the purposes specified herein and the Subordinated Lender hereby irrevocably appoints the Agent as the Subordinated Lender's ’s true and lawful attorney, with full power of substitution, in the name of the Subordinated Lender or in the name of holders of the Subordinated Debt, for the use and benefit of the holders of the Senior Debt without notice to the holders of Subordinated Debt or any of their representatives, successors or assigns, to perform the following acts, at the option of the holders of the Senior Debt, at any meeting of creditors of the Borrowers Borrower or in connection with any Insolvency Proceeding: (a) if a proper claim or proof of debt in respect of the Subordinated Debt has not been filed in the form required in any such Insolvency Proceeding at least ten (10) Business Days business days prior to the expiration of the time for filing such claims, to file an appropriate claim for and on behalf of the holders of Subordinated Debt; (b) to collect any assets of the Borrowers Borrower distributed, divided or applied by way of dividend or payment, or any securities issued, on account of the Subordinated Debt and to apply the same, or the proceeds of any realization upon the same that the Agent in its discretion elects to effect, to the Senior Debt until all of the Senior Debt (including, without limitation, all interest and other payments accruing or paid on the Senior Debt after the commencement of any bankruptcy, reorganization, insolvency, receivership or Insolvency Proceeding at the rate specified in the Senior Debt) has been paid in full in cash to the satisfaction of the Lenderscash, rendering any surplus to the holders of Subordinated Debt if and to the extent permitted by law; and (c) generally to take generally any action in connection with any such Insolvency Proceeding either in its own name or in the name of the Subordinated Lender (including without limitation voting on any plan of reorganization) that the holders of Subordinated Debt would be authorized to take, but for this Subordination Agreement, in the event that the Agent believes such action is reasonably necessary to protect its interests and the other members of the Lender Group’s interests in the Senior Debt and under this Agreement and after first giving the Subordinated Lender five (5) days' ’ written notice of its intent to take such action (to the extent such notice is practicable), provided that the Agent agrees to permit the Subordinated Lender to take action on the Subordinated Lender's ’s own behalf in connection with any such Insolvency Proceeding as may be necessary to reasonably protect the Subordinated Lender's ’s interests, as long as such action is not contrary to or in conflict with the actions and interests of the Agent and the Subordinated Lender's interests are is always in second position to the Senior Debt and the Senior LienDebt. In no event shall the holder or holders of the Senior Debt be liable to the Subordinated Lender or any other holders of the Subordinated Debt for any failure to prove the Subordinated Debt, to exercise any right with respect thereto or to collect any sums payable thereon. A distribution made under this Subordination Agreement to holders of Senior Debt that otherwise would have been made to holder or holders of Subordinated Debt is not, as between the Borrowers, or either of themBorrower, its other creditors and holder or holders of Subordinated Debt, a payment by the Borrowers Borrower on the Senior Debt, it being understood that the provisions of this Agreement are solely for the purpose of defining the relative rights of the holders of Subordinated Debt, on the one hand, and the holders of Senior Debt on the other hand. The Subordinated Lender represents that the Subordinated Lender is the sole holder of the Subordinated Debt and, except upon satisfaction of the conditions set forth in Section 16 hereof15 hereto, shall not assign, participate, pledge, encumber or transfer any of the Subordinated Debt or any interest therein until the Senior Debt is repaid in full in cash and the Commitments are terminated. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

Agent's Authority to Act. For so long as any of the Senior Debt shall remain unpaid, the Agent shall have the right to act as attorney-in-fact for the each Subordinated Lender and other holders of the Subordinated Debt Party for the purposes specified herein and the each Subordinated Lender Party hereby irrevocably appoints the Agent as the such Subordinated Lender's Party’s true and lawful attorney, with full power of substitution, in the name of the such Subordinated Lender or in the name of holders of the Subordinated Debt, Party for the use and benefit of the holders of the Senior Debt without notice to the holders of Subordinated Debt Parties or any of their representatives, successors or assigns, to perform the following acts, at the option of the holders of the Senior Debt, at any meeting of creditors of the Borrowers Debtors or in connection with any Insolvency Proceeding: (a) if a proper claim or proof of debt in respect of the Subordinated Debt Fees has not been filed in the form required in any such Insolvency Proceeding at least ten (10) Business Days prior to the expiration of the time for filing such claims, to file an appropriate claim for and on behalf of the holders of any Subordinated DebtFees; (b) to collect any assets of the Borrowers Debtors distributed, divided or applied by way of dividend or payment, or any securities issued, on account of the Subordinated Debt Fees and to apply the same, or the proceeds of any realization upon the same that the Agent in its discretion elects to effect, to the Senior Debt until all of the Senior Debt (including, without limitation, all interest and other payments accruing or paid on the Senior Debt after the commencement of any Insolvency Proceeding at the rate specified in the Senior Debt) has been paid in full in cash to the satisfaction of the LendersLender Group and any commitment of the Agent to extend credit or make other financial accommodations to any Debtor is terminated, rendering any surplus to the holders of Subordinated Debt Parties if and to the extent permitted by law; and (c) generally to take any action in connection with any such Insolvency Proceeding either in its own name or in the name of the each Subordinated Lender Party (including without limitation limitation, voting on any plan of reorganization) that the holders of Subordinated Debt Parties would be authorized to take, but for this Agreement, in the event that the Agent believes such action is necessary to protect its interests in the Senior Debt and under this Agreement and after first giving the each Subordinated Lender Party five (5) days' ’ written notice of its intent to take such action (to the extent such notice is practicable), provided that the Agent agrees to permit the such Subordinated Lender Party to take action on the such Subordinated Lender's Party’s own behalf in connection with any such Insolvency Proceeding as may be necessary to reasonably protect the such Subordinated Lender's Party’s interests, as long as such action is not contrary to or in conflict with the actions and interests of the Agent and the such Subordinated Lender's Party’s interests are always in second position to the Senior Debt and the Senior Lien. In no event shall the holder or holders of the Senior Debt be liable to the any Subordinated Lender or any other holders of the Subordinated Debt Party for any failure to prove the Subordinated DebtFees, to exercise any right with respect thereto or to collect any sums payable thereon. A distribution made under this Agreement to holders of Senior Debt that otherwise would have been made to holder or holders of Subordinated Debt Parties is not, as between the BorrowersDebtors, or either of them, its other creditors and holder or holders of any Subordinated DebtParty, a payment by the Borrowers Debtors on the Senior DebtAgent, it being understood that the provisions of this Agreement are solely for the purpose of defining the relative rights of the holders of Subordinated DebtParties, on the one hand, and the holders of Senior Debt on the other hand. The Each Subordinated Lender Party represents that the such Subordinated Lender is the sole holder of the Subordinated Debt and, except upon satisfaction of the conditions set forth in Section 16 hereof, Party shall not assign, participate, pledge, encumber or transfer any of the Subordinated Debt Fees or any interest therein until the Senior Debt is repaid in full in cash and the Commitments are terminated. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.. LEGAL_US_W # 62527186.5

Agent's Authority to Act. For so long as any of the Senior Debt shall remain unpaid, the Agent shall have the right to act as attorney-in-fact for the each Subordinated Lender and other holders of the Subordinated Debt for the purposes specified herein and the each Subordinated Lender hereby irrevocably appoints the Agent as the such Subordinated Lender's true and lawful attorney, with full power of substitution, in the name of the such Subordinated Lender or in the name of holders of the Subordinated Debt, for the use and benefit of the holders of the Senior Debt without notice to the holders of Subordinated Debt or any of their representatives, successors or assigns, to perform the following acts, at the option of the holders of the Senior Debt, at any meeting of creditors of the Borrowers Debtors or in connection with any Insolvency Proceeding: (a) if a proper claim or proof of debt in respect of the Subordinated Debt has not been filed in the form required in any such Insolvency Proceeding at least ten (10) Business Days prior to the expiration of the time for filing such claims, to file an appropriate claim for and on behalf of the holders of Subordinated Debt; (b) to collect any assets of the Borrowers Debtors distributed, divided or applied by way of dividend or payment, or any securities issued, on account of the Subordinated Debt and to apply the same, or the proceeds of any realization upon the same that the Agent in its discretion elects to effect, to the Senior Debt until all of the Senior Debt (including, without limitation, all interest and other payments accruing or paid on the Senior Debt after the commencement of any Insolvency Proceeding at the rate specified in the Senior Debt) has been paid in full in cash to the satisfaction of the LendersLender Group, rendering any surplus to the holders of Subordinated Debt if and to the extent permitted by law; and (c) generally to take any action in connection with any such Insolvency Proceeding either in its own name or in the name of the each Subordinated Lender (including without limitation voting on any plan of reorganization) that the holders of Subordinated Debt would be authorized to take, but for this Agreement, in the event that the Agent believes such action is necessary to protect its interests in the Senior Debt and under this Agreement and after first giving the each Subordinated Lender five (5) days' written notice of its intent to take such action (to the extent such notice is practicable), provided that the Agent agrees to permit the such Subordinated Lender to take action on the such Subordinated Lender's own behalf in connection with any such Insolvency Proceeding as may be necessary to reasonably protect the such Subordinated Lender's interests, as long as such action is not contrary to or in conflict with the actions and interests of the Agent and the such Subordinated Lender's interests are always in second position to the Senior Debt and the Senior Lien. In no event shall the holder or holders of the Senior Debt be liable to the any Subordinated Lender or any other holders of the Subordinated Debt for any failure to prove the Subordinated Debt, to exercise any right with respect thereto or to collect any sums payable thereon. A distribution made under this Agreement to holders of Senior Debt that otherwise would have been made to holder or holders of Subordinated Debt is not, as between the BorrowersDebtors, or either any of them, its other creditors and holder or holders of Subordinated Debt, a payment by the Borrowers Debtors on the Senior Debt, it being understood that the provisions of this Agreement are solely for the purpose of defining the relative rights of the holders of Subordinated Debt, on the one hand, and the holders of Senior Debt on the other hand. The Each Subordinated Lender represents that the Subordinated Lender is Lenders are the sole holder holders of the Subordinated Debt and, except upon satisfaction of the conditions set forth in Section 16 hereof, shall not assign, participate, pledge, encumber or transfer any of the Subordinated Debt or any interest therein until the Senior Debt is repaid in full in cash and the Commitments are terminated. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.