Common use of Authorization for Secured Party to Take Certain Action Clause in Contracts

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the reasonable discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Administrative Agent’s reasonable discretion to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (ii) if an Event of Default has occurred and is continuing, to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iv) subject to the terms of the Credit Agreement and if an Event of Default has occurred and is continuing, to enforce payment of the Receivables in the name of the Administrative Agent or such Grantor, (v) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Article VII and (vi) if an Event of Default has occurred and is continuing, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder or under any other Loan Document), and each Grantor agrees to reimburse the Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Administrative Agent in connection therewith, provided that this authorization shall not relieve any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor Timexpress irrevocably authorizes the Administrative Agent at any time and from time to time in the reasonable sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute execute, if necessary, on behalf of such Grantor Timexpress as debtor debtor, and to file financing statements necessary or desirable in the Administrative Agent’s reasonable sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (ii) if an Event to, with respect to any such cash proceeds received by Agent after the occurrence and during the continuance of any Default has occurred and/or at all other times to the extent any such cash proceeds are received by Agent pursuant to this Agreement or any cash management or other agreement between Agent and is continuingTimexpress and/or AirNet, to endorse indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its reasonable sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iv) subject to contact and enter into one or more agreements with the terms issuers of uncertificated securities which are Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Credit Agreement Agent Control over such Securities or other Investment Property, (v) at any time after the occurrence and if an Event during the continuance of Default has occurred and is continuinga Default, to enforce payment of the Receivables in the name of the Administrative Agent or such GrantorTimexpress, (vvi) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Article VII and (vivii) if an Event of Default has occurred and is continuing, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder or under any other Loan Documenthereunder), and each Grantor Timexpress agrees to reimburse the Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Administrative Agent in connection therewith, provided that this authorization shall not relieve Timexpress or any Grantor other Person of any of its or their respective obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor AMI irrevocably authorizes the Administrative Agent at any time and from time to time in the reasonable sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute execute, if necessary, on behalf of such Grantor AMI as debtor debtor, and to file financing statements necessary or desirable in the Administrative Agent’s reasonable sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (ii) if an Event to, with respect to any such cash proceeds received by Agent after the occurrence and during the continuance of any Default has occurred and/or at all other times to the extent any such cash proceeds are received by Agent pursuant to this Agreement or any cash management or other agreement between Agent and is continuingAMI and/or AirNet, to endorse indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its reasonable sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iv) subject to contact and enter into one or more agreements with the terms issuers of uncertificated securities which are Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Credit Agreement Agent Control over such Securities or other Investment Property, (v) at any time after the occurrence and if an Event during the continuance of Default has occurred and is continuinga Default, to enforce payment of the Receivables in the name of the Administrative Agent or such GrantorAMI, (vvi) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Article VII and (vivii) if an Event of Default has occurred and is continuing, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder or under any other Loan Documenthereunder), and each Grantor AMI agrees to reimburse the Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Administrative Agent in connection therewith, provided that this authorization shall not relieve AMI or any Grantor other Person of any of its or their respective obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Subject to the receipt of all Necessary Regulatory Approvals, each Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the reasonable sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Administrative Agent’s reasonable sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (ii) if an Event of Default has occurred and is continuing, to endorse indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its reasonable sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iv) upon two (2) Business Day’s prior notice to Parent, to contact and enter into one or more agreements with the issuers of uncertificated securities which are Collateral owned by such Grantor and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Administrative Agent Control over such Securities or other Investment Property, (v) subject to the terms of the Credit Agreement and Section 4.1.3 hereof, if an Event of Default has occurred and is continuing, continuing to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vvi) if an Event of Default has occurred and is continuing, to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Article VII and (vivii) if an Event of Default has occurred and is continuing, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder or under any other Loan Document), and each Grantor agrees to reimburse the Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Administrative Agent in connection therewith, provided that this authorization shall not relieve any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor Float irrevocably authorizes the Administrative Agent at any time and from time to time in the reasonable sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute execute, if necessary, on behalf of such Grantor Float as debtor debtor, and to file financing statements necessary or desirable in the Administrative Agent’s reasonable sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (ii) if an Event to, with respect to any such cash proceeds received by Agent after the occurrence and during the continuance of any Default has occurred and/or at all other times to the extent any such cash proceeds are received by Agent pursuant to this Agreement or any cash management or other agreement between Agent and is continuingFloat and/or AirNet, to endorse indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its reasonable sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iv) subject to contact and enter into one or more agreements with the terms issuers of uncertificated securities which are Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Credit Agreement Agent Control over such Securities or other Investment Property, (v) at any time after the occurrence and if an Event during the continuance of Default has occurred and is continuinga Default, to enforce payment of the Receivables in the name of the Administrative Agent or such GrantorFloat, (vvi) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Article VII and (vivii) if an Event of Default has occurred and is continuing, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder or under any other Loan Documenthereunder), and each Grantor Float agrees to reimburse the Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Administrative Agent in connection therewith, provided that this authorization shall not relieve Float or any Grantor other Person of any of its or their respective obligations under this Security Agreement or under the Credit Agreement.