Authorized Action by Collateral Agent. The Issuer hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer or any third party for failure so to do) any act which the Issuer is obligated by this Agreement to perform, and to exercise such rights and powers as the Issuer might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Issuer relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the Issuer’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunder. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.
Authorized Action by Collateral Agent. The Pledgor hereby irrevocably ------------------------------------- appoints the Collateral Agent as its attorney-in-fact, coupled with an interest, to do (but the Collateral Agent shall not be obligated to and shall incur no liability to the Pledgor or any third party for not so doing), at the request and direction of the Secured Party upon the occurrence of an Event of Default and while such Event of Default is continuing, any act which the Pledgor is obligated by this Agreement to do, and to exercise such rights and powers as the Pledgor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) preserve the Collateral; (c) transfer the Collateral to the Collateral Agent's own or its nominee's name; or (d) sell or otherwise dispose of the Collateral (provided -------- that nothing in this Section 17 shall limit the power of the Collateral Agent to ---- sell Pledged Securities as provided in this Agreement). Notwithstanding anything contained herein, in no event shall the Collateral Agent or the Secured Party be required to make any presentment, demand or protest or give any notice, and neither the Collateral Agent nor the Secured Party need take any action to preserve any rights against any prior party or any other person in connection with the Secured Obligations or with respect to the Collateral. The Collateral Agent is, and shall at all times continue to be, authorized to file financing statements (and amendments to, and continuation statements in respect of, financing statements) with respect to the Collateral without the signature of the Pledgor in such filing offices as shall be necessary or appropriate for the purpose of perfecting or maintaining the perfection of the security interest provided for herein. The Collateral Agent shall give the Pledgor a copy of each filing so made prior thereto or promptly thereafter.
Authorized Action by Collateral Agent. The Company hereby irrevocably appoints the Collateral Agent as its attorney-in-fact to do (but the Collateral Agent shall not be obligated to and shall incur no liability to the Company or any third party for failure so to do) from time to time while a Default exists, at the written request and direction of the Required Lenders, any act which the Company is obligated by this Security Agreement to do, and to exercise such rights and powers as the Company might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) insure, process, service and preserve the Collateral; (c) transfer the Collateral to the Collateral Agent's own or its nominee's name; and (d) make any compromise or settlement, and take any other action it deems advisable with respect to the Collateral. Notwithstanding anything contained herein, in no event shall the Collateral Agent be required to make any presentment, demand or protest, or give any notice, and the Collateral Agent need not take any action to preserve any rights against any prior party or any other person in connection with the Secured Obligations or with respect to the Collateral.
Authorized Action by Collateral Agent. (a) Guarantor hereby appoints Collateral Agent as Guarantor's attorney-in-fact, with full authority in the place and stead of Guarantor and in the name of Guarantor or otherwise, from time to time in Collateral Agent's discretion and to the full extent permitted by law to take any action and to execute any instrument which Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Security Agreement in accordance with the terms and provisions hereof, including without limitation, to receive, endorse and collect all instruments made payable to Guarantor representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.
Authorized Action by Collateral Agent. (a) Borrower, Parent and each of the Subsidiaries each hereby appoint Collateral Agent as attorney-in-fact for each of Borrower, Parent and each Subsidiary, respectively, with full authority in the place and stead of Borrower, Parent and each Subsidiary, respectively, and in the name of Borrower, Parent and each Subsidiary, as applicable, or otherwise, from time to time in Collateral Agent’s discretion and to the full extent permitted by law to take any action and to execute any instrument which Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Security Agreement in accordance with the terms and provisions hereof, including without limitation, to receive, endorse and collect all instruments made payable to Borrower, Parent or any Subsidiary representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.
Authorized Action by Collateral Agent. Debtor hereby agrees that:
Authorized Action by Collateral Agent. (a) Each of Borrower and ACC hereby appoint Collateral Agent as attorney-in-fact for each of Borrower and ACC, with full authority in the place and stead of Borrower and ACC and in the name of Borrower and ACC or otherwise, from time to time in Collateral Agent’s discretion and to the full extent permitted by law to take any action and to execute any instrument which Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Security Agreement in accordance with the terms and provisions hereof, including without limitation, to receive, endorse and collect all instruments made payable to Borrower or ACC representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.
Authorized Action by Collateral Agent. The Company hereby irrevocably appoints the Collateral Agent as its attorney-in-fact to do (but the Collateral Agent shall not be obligated to and shall incur no liability to the Company or any third party for failure so to do) at any time and from time to time following the occurrence of an Event of Default at the request and direction, given after the occurrence of an Event of Default, of the Majority Lenders (which request and direction must be in writing if so requested by the Collateral Agent), any act which the Company is obligated by this Security Agreement to do, and to exercise such rights and powers as the Company might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt
Authorized Action by Collateral Agent. Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to Company or any third party for failure so to do) any act which Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral;
Authorized Action by Collateral Agent. 7.1 Each Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact to do (but Collateral Agent shall not be obligated to and shall not incur any liability to any Company or any third party for failure so to do), upon an Event of Default and while such Event of Default is continuing, any act which any Company is obligated by this Security Agreement to do, and to exercise such rights and powers as each Company might exercise with respect to the Collateral, including, without limitation, the right to:
