Authorization to Agent. If, while any Subordinated Debt is outstanding and before Discharge of Senior Debt has occurred, any Insolvency Event shall occur and be continuing with respect to any Obligor or its property: (a) Agent hereby is irrevocably authorized and empowered (in the name of each Obligor or otherwise), but shall have no obligation, to demand, sue for, collect, and receive every payment or distribution in respect of the Subordinated Debt and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Agent (or any member of the Lender Group) under any of the Loan Documents; and (b) each Obligor shall promptly take such action as Agent may reasonably request (i) to collect the Subordinated Debt for the account of the Lender Group and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (ii) to execute and deliver to Agent such powers of attorney, assignments, and other instruments as it may reasonably request to enable it to enforce any and all claims with respect to the Subordinated Debt, and (iii) to collect and receive any and all Subordinated Debt Payments.
Authorization to Agent. If, while any Subordinated Debt is outstanding and before Discharge of Senior Debt has occurred, any Insolvency Event shall occur and be continuing with respect to any Debtor Obligor or its property: (a) Agent hereby is irrevocably authorized and empowered (in the name of each Creditor Obligor or otherwise), but shall have no obligation, to demand, sux xor, collect, and receive every payment or distribution in respect of the Subordinated Debt and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Agent (or any member of the Lender Group or any Bank Product Provider) under any of the Loan Documents or any Bank Product Agreements; and (b) each Creditor Obligor shall promptly take such action as Agent may reasonably request (i) to collect the Subordinated Debt for the account of the Lender Group and Bank Product Providers and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (ii) to execute and deliver to Agent such powers of attorney, assignments, and other instruments as it may reasonably request to enable it to enforce any and all claims with respect to the Subordinated Debt, and (iii) to collect and receive any and all Subordinated Debt Payments.
Authorization to Agent. If, while any Intercompany Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Obligor or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each Company or otherwise), but shall have no obligation, to demand, xxx for, collect, and receive every payment or distribution in respect of the Intercompany Subordinated Debt owing by the Affected Obligor and give acquittance therefor and to file claims and proofs of claim (as set forth below in Section 7(b)) and take such other action (including voting such Intercompany Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Agent or any other member of the Lender Group; and (ii) each Company shall promptly take such action as Agent reasonably may request (A) to collect the Intercompany Subordinated Debt owing by the Affected Obligor for the account of Agent and the other members of the Lender Group and to file appropriate claims or proofs of claim in respect of the Intercompany Subordinated Debt, (B) to execute and deliver to Agent such powers of attorney, assignments, and other instruments as it may request to enable it to enforce any and all claims with respect to such Intercompany Subordinated Debt, and (C) to collect and receive any and all Intercompany Subordinated Debt Payments owing by the Affected Obligor.
Authorization to Agent. The Lenders hereby authorize the Administrative Agent to take such action (including, without limitation, signing amendments to Loan Documents) as shall be consistent with the purposes hereof and as it shall deem necessary or appropriate to carry out the purposes of this Amendment No. 4.
Authorization to Agent. To effectuate any payment of principal and interest by the Borrower hereunder, the Agent shall, and the Borrower hereby authorizes the Agent to, charge any deposit account of the Borrower with the Agent for the amount of such payment on the due date thereof. If the collected credit balance of such account on such date shall be insufficient to cover the full payment due, the Borrower shall immediately upon demand remit to the Agent the full amount of such deficiency. The Agent may (but shall not be obligated to), and the Borrower hereby authorizes the Agent to, charge any such account of the Borrower for the amount of any other payment which is not made by the time specified in subsection (a). The Agent shall promptly notify the Borrower after charging any such account.
Authorization to Agent. The Agent may (but shall not be obligated to), and the Borrower hereby authorizes the Agent to, charge any deposit account of the Borrower with the Agent for the amount of such payment which is not made by the time specified in subsection (a). The Agent shall promptly notify the Borrower after charging any such account.
Authorization to Agent. If, while any Intercompany Debt is outstanding, any Insolvency Proceeding is commenced by or against the Borrower or its property:
(i) the Agent, when so instructed by the Majority Banks, is hereby irrevocably authorized and empowered (in the name of the Banks or in the name of the Guarantor or otherwise), but shall have no obligation, to demand, sue xxx, collect and receive every payment or distribution in respect of the Intercompany Debt and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Intercompany Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent and the Banks; and
(ii) the Guarantor shall promptly take such action as the Agent (on instruction from the Majority Banks) may reasonably request (A) to collect the Intercompany Debt for the account of the Banks and to file appropriate claims or proofs of claim in respect of the Intercompany Debt, (B) to execute and deliver to the Agent, such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Intercompany Debt, and (C) to collect and receive any and all Intercompany Debt Payments.
Authorization to Agent. Each Lender hereby authorizes the Agent to take such action as shall be consistent with the purposes hereof and as it shall deem necessary or appropriate to carry out the purposes of this Amendment No.
Authorization to Agent. 8.1 Seller irrevocably authorizes Agent, at Seller’s expense, to exercise at any time any of the following powers until all of the Obligations have been paid in full:
(a) Receive, take, endorse, assign, deliver, accept and deposit, in the name of Agent or Seller, any and all proceeds of any Collateral securing the Obligations or the proceeds thereof;
(b) Take or bring, in the name of Agent or Seller, all steps, actions, suits or proceedings deemed by Agent necessary or desirable to effect collection of or other realization upon the Purchased Accounts;
(c) Pay any sums necessary to discharge any lien or encumbrance which is senior to Agent’s security interest in any assets of Seller, which sums shall be included as Obligations hereunder;
(d) File in the name of Seller or Agent or both: (i) mechanics liens or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty;
(e) Notify any Account Debtor obligated with respect to any Purchased Account, that such Purchased Account has been assigned to Agent by Seller and that payment thereof is to be made to the order of and directly and solely to Agent, and communicate directly with Seller’s Account Debtors to verify the amount and validity of any Purchased Account created by Seller.
(f) File any initial financing statements, any financing statements assigned to Agent and amendments thereto that:
(i) Indicate the Collateral as all assets of Seller or words of similar effect, regardless of whether any particular asset comprised in the collateral falls within the scope of Article 9 of the Uniform Commercial Code or as being of an equal or lesser scope or with greater detail;
(ii) Contain any other information required by part 5 of Article 9 of the Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Seller is an organization, the type of organization, and any organization identification number issued to Seller and, (ii) in the case of a financing statement filed as a fixture tiling or indicating collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the collateral relates: and
(iii) Contain a notification that Seller has granted a negative pledge to Agent, and that any subsequent lienor may be tortuously interfering with Agent’s rights;
(iv) Advises third parties that any notification of Se...
Authorization to Agent. If, while any Subordinated Debt is outstanding, any bankruptcy, insolvency, reorganization, receivership, arrangement, marshalling of assets and liabilities or similar proceeding is commenced by or against the Borrower or its property:
