Grant of Authority to Lender. In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of any Borrower or the proceeds thereof, to the creditors of Borrowers, or upon the dissolution or other winding up of any Borrower's business, or upon the sale of all or substantially all of any Borrower's assets, then, and in any such event, any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any or all of the Subordinated Indebtedness shall be paid or delivered directly to Lender for application on any of the Debt owing to Lender, due or not due, until such Debt shall have first been fully paid and satisfied. The Subordinating Party irrevocably authorizes and empowers Lender to demand, xxx for, collect and receive every such payment or distribution and give acquittance therefor and, if the Subordinating Party fails to file a claim therefor at least ten calendar days prior to the date established by rule of law or order of court for such filing, to file claims and take such other proceedings, in Lender's own name or in the name of the Subordinating Party or otherwise, as Lender may deem necessary or advisable for the enforcement of this Agreement; and the Subordinating Party will execute and deliver to Lender such powers of attorney, assignments or other instruments or documents as may be requested by Lender in order to enable Lender to enforce any and all claims upon or with respect to any or all of the Subordinated Indebtedness and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Subordinated Indebtedness, all for Lender's own benefit.
Grant of Authority to Lender. Company hereby irrevocable authorizes and empowers Lender, from and after the giving of Notice to Factor, to ask, demand, receive, receipt and give acquittance for any and all monies hereby assigned, to endorse any checks or other orders for the payment of monies payable to Company in payment thereof and, in its discretion, to file any claims or commerce or take any action or proceeding and make settlements and compromises and grant releases and otherwise take such action in its own name or in the name of Company, or otherwise, which Lender may deem necessary or advisable in the premises. Company agrees that it will, at the request of Lender, make, do and execute any such further acts, agreements, assurances and other documents or instruments as shall be reasonably required to enable Lender to collect all monies due or to become due to Company under the Letter Agreement according to the intent and purpose of this Agreement. Company further agrees that the rights granted herein to Lender by Company are in addition to the rights that are otherwise available to Lender and that this Agreement shall be binding upon Company and its successors and assigns and shall inure to the benefit of Lender and its successors and assigns.
