Common use of Grant of Authority Clause in Contracts

Grant of Authority. In the event of the occurrence of an Insolvency Event, and to enable Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, Senior Creditor is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation (a) to demand, xxx for, collect and receive every payment or distribution referred to in Section 4, and give acquittance therefor and (b) to file claims and proofs of claim if Subordinated Creditor has failed to file claims or proofs of claim on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding, and (c) to take such other action (including, without limitation, enforcing any lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Senior Creditor hereunder. Subordinated Creditor shall duly and promptly take such action as Senior Creditor may reasonably request to execute and deliver to Senior Creditor such authorizations, endorsements, assignments, or other instruments as Senior Creditor may reasonably request in order to enable Senior Creditor to enforce any and all claims with respect to, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. To the extent that payments or distributions on account of the Subordinated Debt are made in property or securities other than cash, Subordinated Creditor authorizes Senior Creditor to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related thereto, Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), to the extent of Subordinated Creditor’s interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor in excess of the allowed amount of the Senior Debt.

Grant of Authority. In the event of the occurrence of an Insolvency Event, and in order to enable Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, Senior Creditor is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion 's discretion, as follows: (a) Senior Creditor is hereby irrevocably authorized and empowered (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation obligation, (ai) to demand, xxx for, collect and receive every payment or distribution referred to in Section 46, above, and give acquittance therefor and (bii) to file claims and proofs of claim (if Subordinated Creditor has failed to file claims or proofs of claim on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding) to file claims and proofs of claim, and (ciii) to take such other action (including, without limitation, enforcing any lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Senior Creditor hereunder. Subordinated Creditor shall duly and promptly take such action as Senior Creditor may reasonably request to execute and deliver to Senior Creditor such authorizations, endorsements, assignments, or other instruments as Senior Creditor may reasonably request in order to enable Senior Creditor to enforce any and all claims with respect to, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. . (b) To the extent that payments or distributions on account of the Subordinated Debt are made in property or securities other than cash, Subordinated Creditor authorizes Senior Creditor to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related theretoDebt, Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), ) to the extent of Subordinated Creditor’s 's interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor in excess of the allowed amount of the Senior Debt.

Grant of Authority. In the event of the occurrence of an Insolvency Event, and to enable Senior Creditor Agent, to enforce its the rights of the Senior Creditors hereunder in any of the aforesaid actions or proceedings, Senior Creditor Agent, is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion discretion, as follows: (a) Senior Agent, on behalf of Senior Creditors, is hereby irrevocably authorized and empowered (in its own name, the name of the Senior Creditors or in the name of Subordinated Creditor or otherwise), but shall have no obligation obligation, (ai) to demand, xxx sxx for, collect and receive every payment or distribution referred to in Section 45, and give acquittance therefor and (bii) to file claims and proofs of claim (if Subordinated Creditor has failed to file claims or proofs of claim on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding) to file claims and proofs of claim, and (ciii) to take such other action (including, without limitation, enforcing any lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Senior Creditor Agent, on behalf of Senior Creditors, hereunder. Subordinated Creditor shall duly and promptly take such action as Senior Creditor Agent, on behalf of Senior Creditors, may reasonably request to execute and deliver to Senior Creditor Agent, on behalf of Senior Creditors, such authorizations, endorsements, assignments, or other instruments as Senior Creditor Agent, on behalf of Senior Creditors, may reasonably request in order to enable Senior Creditor Agent, on behalf of Senior Creditors, to enforce any and all claims with respect to, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. . (b) To the extent that payments or distributions on account of the Subordinated Debt are made in property or securities other than cash, Subordinated Creditor authorizes authorizes, Senior Creditor Agent, (but with no obligation and at Senior Agent’s sole discretion) to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related theretoDebt, Senior Creditor Agent, shall remit to the Subordinated Creditor (with all necessary endorsements), to the extent of Subordinated Creditor’s interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor Agent, if any, in excess of the allowed amount of the Senior Debt. (c) The Subordinated Creditor agrees not to vote its claims or interests in any Insolvency Event (including voting for, or supporting, confirmation of any plans of reorganization) in a manner which would be inconsistent with the Subordinated Lender’s covenants and agreements herein.

Grant of Authority. In the event of the occurrence of an Insolvency Event, and in order to enable Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, Senior Creditor is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion discretion, as follows: (a) Senior Creditor is hereby irrevocably authorized and empowered (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation obligation, (ai) to demand, xxx for, collect and receive every payment or distribution referred to in Section 48, and give acquittance therefor and (bii) to file claims and proofs of claim (if Subordinated Creditor or any Intra-Group Lender has failed to file claims or proofs of claim on or before thirty fifteen (3015) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding) to file claims and proofs of claim, and (ciii) to take such other action (including, without limitation, enforcing any lien or security interest securing payment of the Subordinated Debtany Obligations) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Senior Creditor hereunder. Subordinated Creditor or any Intra-Group Lender shall duly and promptly take such action as Senior Creditor may reasonably request to execute and deliver to Senior Creditor such authorizations, endorsements, assignments, or other instruments as Senior Creditor may reasonably request in order to enable Senior Creditor to enforce any and all claims with respect to, and any liens or security interests securing payment of, the Subordinated Debt applicable Obligations as such enforcement is contemplated herein. . (b) To the extent that payments or distributions on account of the Subordinated Debt or Intra-Group Liabilities are made in property or securities other than cash, each of the Subordinated Creditor and Intra Group Lenders authorizes Senior Creditor Creditor, to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related thereto(other than inchoate indemnity obligations), Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), to the extent of Subordinated Creditor’s interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor in excess of the allowed amount of the Senior Debt.

Grant of Authority. In the event of the occurrence of an Insolvency Event, and in order to enable Senior Creditor Creditors to enforce its their rights hereunder in any of the aforesaid actions or proceedings, Senior Creditor is Creditors are hereby irrevocably authorized and empowered, in Senior Creditor’s discretion Creditors’ discretion, as follows: (a) Senior Creditors are hereby irrevocably authorized and empowered (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation obligation, (ai) to demand, xxx for, collect and receive every payment or distribution referred to in Section 46, and give acquittance therefor and (bii) to file claims and proofs of claim (if Subordinated Creditor has failed to file claims or proofs of claim on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding) to file claims and proofs of claim, and (ciii) to take such other action (including, without limitation, enforcing any lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Senior Creditor Creditors hereunder. Subordinated Creditor shall duly and promptly take such action as Senior Creditor Creditors may reasonably request to execute and deliver to Senior Creditor Creditors such authorizations, endorsements, assignments, or other instruments as Senior Creditor Creditors may reasonably request in order to enable Senior Creditor Creditors to enforce any and all claims with respect to, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. . (b) To the extent that payments or distributions on account of the Subordinated Debt are made in property or securities other than cashcash (other than Permissible Securities), Subordinated Creditor authorizes Senior Creditor Creditors, to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related theretoDebt, Senior Creditor Creditors shall remit to the Subordinated Creditor (with all necessary endorsements), to the extent of Subordinated Creditor’s interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor Creditors in excess of the allowed amount of the Senior Debt.

Grant of Authority. In the event of the occurrence of an Insolvency Event, and in order to enable each Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, each Senior Creditor is hereby irrevocably authorized and empowered, in each Senior Creditor’s discretion 's discretion, as follows: (a) Each Senior Creditor is hereby irrevocably authorized and empowered (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation obligation, (ai) to demand, xxx for, collect and receive every payment or distribution referred to in Section 46 above, and give acquittance therefor and acquittances therefor, (bii) to file claims and proofs of claim (if Subordinated Creditor has failed to file claims or proofs of claim on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding) to file claims and proofs of claim, and (ciii) to take such other action (including, without limitation, enforcing any lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of each Senior Creditor hereunder. Subordinated Creditor shall duly and promptly take such action as each Senior Creditor may reasonably request to execute and deliver to each Senior Creditor such authorizations, endorsements, assignments, or other instruments as each Senior Creditor may reasonably request in order to enable each Senior Creditor to enforce any and all claims with respect to, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. . (b) To the extent that payments or distributions on account of the Subordinated Debt are made in property or securities other than cash, Subordinated Creditor authorizes Senior Creditor Creditors to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related theretoSenior Debt, each Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), ) to the extent of Subordinated Creditor’s 's interest therein, all payments and distributions of cash, property, or securities paid to and held by such Senior Creditor in excess of the allowed amount of the such Senior Creditor's Senior Debt.

Grant of Authority. In the event of the occurrence of an Insolvency Event, and in order to enable the Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, the Senior Creditor is hereby irrevocably authorized and empowered, in the Senior Creditor’s discretion 's discretion, as follows: (a) The Senior Creditor is hereby irrevocably authorized and empowered (in its own name or in the name of the Subordinated Creditor or otherwise), ) but shall have no obligation (a) obligation, to demand, xxx forsue xxx, collect and receive every payment or distribution referred to in Section 46, above, and give acquittance therefor and (b) to file claims and proofs of claim if the Subordinated Creditor has failed to file claims or proofs of claim on or before thirty forty-five (3045) days prior to the last date such claims or proofs of claim may must be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding, and (c) to file claims and proofs of claim and take such other action (including, without limitation, enforcing any lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Creditor hereunder. ; (b) The Subordinated Creditor shall duly and promptly take such action as the Senior Creditor may reasonably request to execute and deliver to the Senior Creditor such authorizations, endorsementspowers of attorney, assignments, or other instruments as Senior Creditor they may reasonably request in order to enable the Senior Creditor to enforce any and all claims with respect to, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. ; and (c) To the extent that payments or distributions on account of the Subordinated Debt are made in property or securities other than cash, the Subordinated Creditor authorizes the Senior Creditor to sell or dispose of such property or securities to such buyers and on such terms as are commercially reasonable in the situation in question. Following full and indefeasible final payment in cash of the Senior Debt and Debt, the termination of all commitments related thereto, Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), to the extent of the Subordinated Creditor’s 's interest therein, all payments and or distributions of cash, property, or securities paid to and held by the Senior Creditor in excess of the allowed amount of the Senior Debt.

Grant of Authority. In the event of the occurrence of an Insolvency Event, and in order to enable Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, Senior Creditor is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion discretion, as follows: (a) Senior Creditor is hereby irrevocably authorized and empowered (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation obligation, (ai) to demand, xxx for, collect and receive every payment or distribution referred to in Section 46, and give acquittance therefor and therefor, (bii) to file claims and proofs of claim (if Subordinated Creditor has failed to file claims or proofs of claim on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding, ) to file claims and proofs of claim and (ciii) to take such other action (including, without limitation, enforcing any lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Senior Creditor hereunder. Subordinated Creditor shall duly and promptly take such action as Senior Creditor may reasonably request to execute and deliver to Senior Creditor such authorizations, endorsements, assignments, or other instruments as Senior Creditor may reasonably request in order to enable Senior Creditor to enforce any and all claims with respect to, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. . (b) To the extent that payments or distributions on account of the Subordinated Debt are made in property or securities other than cash, Subordinated Creditor authorizes Senior Creditor Creditor, to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related theretoDebt, Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), to the extent of Subordinated Creditor’s interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor in excess of the allowed amount of the Senior Debt.

Grant of Authority. In the event of the occurrence of an Insolvency Event, and to enable Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, Senior Creditor is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion discretion, as follows: (a) Senior Creditor is hereby irrevocably authorized and empowered (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation obligation, (ai) to demand, xxx for, collect and receive every payment or distribution referred to in Section 4, and give acquittance therefor and (bii) to file claims and proofs of claim (if Subordinated Creditor has failed to file claims or proofs of claim on or before thirty ten (3010) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding, and (c) to file claims and proofs of claim. The Subordinated Creditor will take such other action (including, without limitation, enforcing any lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Senior Creditor hereunder. Subordinated Creditor shall duly and promptly take such reasonable action as the Senior Creditor may reasonably request to execute and deliver to Senior Creditor such authorizations, endorsements, assignments, or other instruments as Senior Creditor may reasonably request in order to enable the Senior Creditor to enforce any and all claims claim or proof of claim filed by the Senior Creditor in accordance with respect to, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. clause (ii) above. (b) To the extent that payments or distributions on account of the Subordinated Debt are made in property or securities other than cash, Subordinated Creditor authorizes Senior Creditor to sell or dispose of such property or securities (other than a distribution of Reorganization Securities) on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related thereto, Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), to the extent of Subordinated Creditor’s interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor in excess of the allowed amount of the Senior Debt.

Grant of Authority. In order to administer efficiently the event assertion, defense, settlement and resolution of any Indemnification Claim pursuant to this Article VI and any other disputes arising in connection with this Agreement, the Seller Representative shall be exclusively authorized and empowered by each Seller by a Seller’s approval of the occurrence transaction contemplated by this Agreement or acceptance of an Insolvency Eventconsideration in exchange for such Seller’s Purchased Stock, each Seller shall be deemed to have approved the designation of the Seller Representative as the representative of such Seller and as the true and lawful attorney-in-fact of each Seller, with full power in the Seller’s name and on the Seller’s behalf in connection herewith in the discretion of the Seller Representative, including in connection with any litigation or other dispute resolution involving the transactions contemplated hereby, and to enable Senior Creditor do all things and to enforce its rights hereunder perform all acts, including (i) to execute and deliver the Seller Closing Deliverables in Section 2.02 hereof, (ii) to give and receive all notices (including service of process) required to be given by or on behalf of or to any Seller hereunder, (iii) to take any action (or determine not to take action) in connection with the defense, settlement, compromise, arbitration or other resolution of any matter set forth in herein or any Indemnification Claim by any Buyer Indemnitee pursuant to this Article VI, (iv) to assert, bring, prosecute, maintain, settle, compromise, arbitrate or otherwise resolve on behalf of the aforesaid actions or proceedingsSellers any claim for indemnification by any Seller Indemnitee pursuant to Article VI, Senior Creditor is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation (avi) to demandtake all actions required by the Seller Representative Transaction Documents to distribute any portion of the Merger Consideration to the Sellers, xxx for, collect and receive every payment or distribution referred to in Section 4, and give acquittance therefor and (bvii) to file claims execute and proofs of claim if Subordinated Creditor has failed to file claims deliver all agreements, certificates, receipts, instructions, notices and other instruments contemplated by, or proofs of claim on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceedingdeemed advisable in connection with, this Agreement and all transaction contemplated hereunder and hereby, and (cx) to take all such other action actions (including, without limitation, enforcing any lien securing payment of the Subordinated Debtor determine not to take such actions) as it the Seller Representative may deem necessary or advisable for appropriate in its sole judgment to carry out the exercise or enforcement foregoing. This power of attorney and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any of the rights one or interests of Senior Creditor hereunder. Subordinated Creditor shall duly and promptly take such action as Senior Creditor may reasonably request to execute and deliver to Senior Creditor such authorizations, endorsements, assignmentsmore Seller, or by operation of Law, whether by death or other instruments as Senior Creditor may reasonably request in order to enable Senior Creditor to enforce event. For the avoidance of doubt, the Sellers shall be bound by any and all claims with respect toactions taken by the Seller Representative on their behalf. Each Seller hereby agrees to receive correspondence from the Seller Representative, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. To the extent that payments or distributions on account of the Subordinated Debt are made including in property or securities other than cash, Subordinated Creditor authorizes Senior Creditor to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related thereto, Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), to the extent of Subordinated Creditor’s interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor in excess of the allowed amount of the Senior Debtelectronic form.

Grant of Authority. In the event of the occurrence of an Insolvency Event, and to enable Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, Senior Creditor is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion discretion, as follows: (a) Senior Creditor is hereby irrevocably authorized and empowered (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation obligation, (ai) to demand, xxx sxx for, collect and receive every payment or distribution referred to in Section 45, and give acquittance therefor and (bii) to file claims and proofs of claim (if Subordinated Creditor has failed to file claims or proofs of claim on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding) to file claims and proofs of claim, and (ciii) to take such other action (including, without limitation, enforcing any lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Senior Creditor hereunder. Subordinated Creditor shall duly and promptly take such action as Senior Creditor may reasonably request to execute and deliver to Senior Creditor such authorizations, endorsements, assignments, or other instruments as Senior Creditor may reasonably request in order to enable Senior Creditor to enforce any and all claims with respect to, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. . (b) To the extent that payments or distributions on account of the Subordinated Debt are made in property or securities other than cash, Subordinated Creditor authorizes Senior Creditor to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related thereto, Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), to the extent of Subordinated Creditor’s interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor in excess of the allowed amount of the Senior Debt.

Grant of Authority. In order to administer efficiently the event assertion, defense, settlement and resolution of any Indemnification Claim pursuant to this ARTICLE VI and any other disputes arising in connection with this Agreement, the Seller Representative shall be exclusively authorized and empowered by each Seller by a Seller’s approval of the occurrence transaction contemplated by this Agreement or acceptance of an Insolvency Eventconsideration in exchange for such Seller’s Purchased Stock, each Seller shall be deemed to have approved the designation of the Seller Representative as the representative of such Seller and as the true and lawful attorney-in-fact of each Seller, with full power in the Seller’s name and on the Seller’s behalf in connection herewith in the discretion of the Seller Representative, including in connection with any litigation or other dispute resolution involving the transactions contemplated hereby, and to enable Senior Creditor do all things and to enforce its rights hereunder perform all acts, including (i) to execute and deliver the Seller Closing Deliverables in Section 2.02 hereof, (ii) to give and receive all notices (including service of process) required to be given by or on behalf of or to any Seller hereunder, (iii) to take any action (or determine not to take action) in connection with the defense, settlement, compromise, arbitration or other resolution of any matter set forth in herein or any Indemnification Claim by any Buyer Indemnitee pursuant to this ARTICLE VI, (iv) to assert, bring, prosecute, maintain, settle, compromise, arbitrate or otherwise resolve on behalf of the aforesaid actions or proceedingsSellers any claim for indemnification by any Seller Indemnitee pursuant to ARTICLE VI, Senior Creditor is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation (avi) to demandtake all actions required by the Seller Representative Transaction Documents to distribute any portion of the consideration to the Sellers, xxx for, collect and receive every payment or distribution referred to in Section 4, and give acquittance therefor and (bvii) to file claims execute and proofs of claim if Subordinated Creditor has failed to file claims deliver all agreements, certificates, receipts, instructions, notices and other instruments contemplated by, or proofs of claim on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceedingdeemed advisable in connection with, this Agreement and all transaction contemplated hereunder and hereby, and (cx) to take all such other action actions (including, without limitation, enforcing any lien securing payment of the Subordinated Debtor determine not to take such actions) as it the Seller Representative may deem necessary or advisable for appropriate in its sole judgment to carry out the exercise or enforcement foregoing. This power of attorney and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any of the rights one or interests of Senior Creditor hereunder. Subordinated Creditor shall duly and promptly take such action as Senior Creditor may reasonably request to execute and deliver to Senior Creditor such authorizations, endorsements, assignmentsmore Seller, or by operation of Law, whether by death or other instruments as Senior Creditor may reasonably request in order to enable Senior Creditor to enforce event. For the avoidance of doubt, the Sellers shall be bound by any and all claims with respect toactions taken by the Seller Representative on their behalf. Each Seller hereby agrees to receive correspondence from the Seller Representative, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. To the extent that payments or distributions on account of the Subordinated Debt are made including in property or securities other than cash, Subordinated Creditor authorizes Senior Creditor to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related thereto, Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), to the extent of Subordinated Creditor’s interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor in excess of the allowed amount of the Senior Debtelectronic form.

Grant of Authority. In the event of the occurrence of an Insolvency Event, and in order to enable Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, Senior Creditor is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion discretion, as follows: (a) Senior Creditor is hereby irrevocably authorized and empowered (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation obligation, (ai) to demand, xxx for, collect and receive every payment or distribution referred to in Section 46, and give acquittance therefor and (bii) to file claims and proofs of claim (if Subordinated Creditor has failed to file claims or proofs of claim on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding) to file claims and proofs of claim, and (ciii) to take such other action (including, without limitation, enforcing any lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Senior Creditor hereunder. Subordinated Creditor shall duly and promptly take such action as Senior Creditor may reasonably request to execute and deliver to Senior Creditor such authorizations, endorsements, assignments, or other instruments as Senior Creditor may reasonably request in order to enable Senior Creditor to enforce any and all claims with respect to, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. . (b) To the extent that payments or distributions on account of the Subordinated Debt are made in property or securities other than cashcash (other than Permissible Securities), Subordinated Creditor authorizes Senior Creditor to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related theretoDebt, Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), to the extent of Subordinated Creditor’s interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor in excess of the allowed amount of the Senior Debt.

Grant of Authority. In the event of the occurrence of an Insolvency Event, and in order to enable Senior Creditor to enforce its rights hereunder in any of the aforesaid actions or proceedings, Senior Creditor is hereby irrevocably authorized and empowered, in Senior Creditor’s discretion 's discretion, as follows: (a) Senior Creditor is hereby irrevocably authorized and empowered (in its own name or in the name of Subordinated Creditor or otherwise), but shall have no obligation obligation, (ai) to demand, xxx forsue xxx, collect and receive every payment or distribution referred to in Section 46, above, and give acquittance therefor and (bii) to file claims and proofs of claim (if Subordinated Creditor has failed to file claims or proofs of claim on or before thirty (30) days prior to the last date such claims or proofs of claim may be filed pursuant to law or the order of any court exercising jurisdiction over such proceeding) to file claims and proofs of claim, and (ciii) to take such other action (including, without limitation, enforcing any lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Senior Creditor hereunder. Subordinated Creditor shall duly and promptly take such action as Senior Creditor may reasonably request to execute and deliver to Senior Creditor such authorizations, endorsements, assignments, or other instruments as Senior Creditor may reasonably request in order to enable Senior Creditor to enforce any and all claims with respect to, and any liens securing payment of, the Subordinated Debt as such enforcement is contemplated herein. . (b) To the extent that payments or distributions on account of the Subordinated Debt are made in property or securities other than cash, Subordinated Creditor authorizes Senior Creditor to sell or dispose of such property or securities on such terms as are commercially reasonable in the situation in question. Following full and indefeasible payment in cash of the Senior Debt and the termination of all commitments related theretoDebt, Senior Creditor shall remit to the Subordinated Creditor (with all necessary endorsements), ) to the extent of Subordinated Creditor’s 's interest therein, all payments and distributions of cash, property, or securities paid to and held by Senior Creditor in excess of the allowed amount of the Senior Debt.,