Common use of Authorization to Agent Clause in Contracts

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor or otherwise), but shall have no obligation, to demand, xxx 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; and (ii) each other Debtor shall promptly take such action as Agent reasonably may request (a) to collect the Subordinated Debt, to the extent permitted by law, for the account of the Lender Group and to file appropriate claims or proofs of claim in respect of the 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 the Subordinated Debt, and (c) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 2 contracts

Samples: Intercompany Subordination Agreement (River Holding Corp), Intercompany Subordination Agreement (Hudson Respiratory Care Inc)

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Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor Obligor or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Obligor or otherwise), but shall have no obligation, to demand, xxx 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; and (ii) each other Debtor Obligor shall promptly take such action as Agent reasonably may request (a) to collect the Subordinated Debt, to the extent permitted by law, for the account of the Lender Group and to file appropriate claims or proofs of claim in respect of the 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 the Subordinated Debt, and (c) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 2 contracts

Samples: Intercompany Subordination Agreement (155 East Tropicana, LLC), Intercompany Subordination Agreement (Oasis Interval Ownership, LLC)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor Borrower or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Guarantor or otherwise), but shall have no obligation, to demand, xxx 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; and (ii) each other Debtor Guarantor shall promptly take such action as Agent reasonably may request (aA) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of Agent and the Lender Group Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bB) 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 the Subordinated Debt, and (cC) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 2 contracts

Samples: Intercompany Subordination Agreement (Ares Commercial Real Estate Corp), Intercompany Subordination Agreement (Ares Commercial Real Estate Corp)

Authorization to Agent. If, while any Subordinated Debt is outstandingoutstanding 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: (ia) each Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Obligor or otherwise), but shall have no obligation, to demand, xxx 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 Agentthe Agents (or any of the Secured Parties) under any of the Loan Documents; and (iib) each other Debtor Obligor shall promptly take such action as each Agent may reasonably may request (ai) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of any of the Lender Group Secured Parties and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bii) to execute and deliver to Agent the Agents 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 (ciii) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Intercompany Subordination Agreement (Unique Logistics International, Inc.)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor other Obligor or its property: (ia) the Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Obligor or otherwise), but shall have no obligation, to demand, xxx 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 Agentthe Agent and the Lenders; and (iib) each other Debtor Obligor shall promptly take such action as the Agent reasonably may request (ai) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of the Lender Group Agent and the Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bii) 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 Subordinated Debt, and (ciii) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Intercompany Subordination Agreement (Composite Technology Corp)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor other Subordinated Creditor or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx 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; and (ii) each other Debtor Subordinated Creditor shall promptly take such action as Agent reasonably may request (aA) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of Agent and the Lender Group Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bB) 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 the Subordinated Debt, and (cC) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Credit Agreement (Ares Management Lp)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor other Subordinated Creditor or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx 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; and (ii) each other Debtor Subordinated Creditor shall promptly take such action as the Agent reasonably may request (aA) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of the Lender Group Agent and the Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bB) 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 Subordinated Debt, and (cC) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Credit Agreement

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor Company or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Company or otherwise), but shall have no obligation, to demand, xxx 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 AgentAgent or any other Senior Claimholder; and (ii) each other Debtor Payee Company shall promptly take such action as Agent reasonably may request (aA) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of Agent and the Lender Group other Senior Claimholders and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bB) 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 the Subordinated Debt, and (cC) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Intercompany Subordination Agreement (American Commercial Lines Inc.)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect relating to any Debtor the Borrower or its property: (i) Agent the Agent, when so instructed by the Majority Banks, is hereby is irrevocably authorized and empowered (in the name of each other Debtor the Banks or in the name of the Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect, 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 Agentthe Agent and the Banks; and (ii) each other Debtor the Creditor shall promptly take such action as the Agent (on instruction from the Majority Banks) may reasonably may request (aA) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of the Lender Group Banks and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bB) to execute and deliver to the Agent such powers of attorney, assignments, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subordinated Debt, and (cC) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Credit Agreement (Mentor Graphics Corp)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor Obligor or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Creditor or otherwise), but shall have no obligation, to demand, xxx sxx 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 AgentAgent or any Lender; and (ii) each other Debtor Creditor shall promptly take such action as Agent reasonably may request (aA) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of Agent and the Lender Group Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bB) 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 the Subordinated Debt, and (cC) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Trademark Security Agreement (Advent Software Inc /De/)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor other Obligor or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Obligor or otherwise), but shall have no obligation, to demand, xxx 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 AgentAgent or any Lender; and (ii) each other Debtor Obligor shall promptly take such action as Agent reasonably may request (aA) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of Agent and the Lender Group Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bB) 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 the Subordinated Debt, and (cC) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Intercompany Subordination Agreement (New York & Company, Inc.)

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Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor other Obligor or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Obligor or otherwise), but shall have no obligation, to demand, xxx 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 any Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of AgentAgent or any Lender or Bank Product Provider; and (ii) each other Debtor Obligor shall promptly take such action as Agent reasonably may request request, to the extent permitted under applicable law, (aA) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of Agent, the Lender Group Lenders and the Bank Product Providers and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bB) 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 the Subordinated Debt, and (cC) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Intercompany Subordination Agreement (SMART Modular Technologies (WWH), Inc.)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event of Default shall occur and be continuing with respect to any Debtor or its propertycontinuing: (ia) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Obligor or otherwise), but shall have no obligation, to demand, xxx 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; and (iib) each other Debtor shall Obligor shall, to the extent permitted by law, promptly take such action as Agent reasonably may request (ai) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of the Lender Group and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bii) 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 the Subordinated Debt, and (ciii) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Intercompany Subordination Agreement (Jack Cooper Logistics, LLC)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor other Obligor or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Obligor or otherwise), but shall have no obligation, to demand, xxx sxx 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 any Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of AgentAgent or any Lender or Bank Product Provider; and (ii) each other Debtor Obligor shall promptly take such action as Agent reasonably may request request, to the extent permitted under applicable law, (aA) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of Agent, the Lender Group Lenders and the Bank Product Providers and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bB) 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 the Subordinated Debt, and (cC) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Intercompany Subordination Agreement (SMART Modular Technologies (DE), Inc.)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor other Subordinated Creditor or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx sxx 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; and (ii) each other Debtor Subordinated Creditor shall promptly take such action as the Agent reasonably may request (aA) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of the Lender Group Agent and the Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bB) 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 Subordinated Debt, and (cC) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Credit Agreement (Fifth Street Asset Management Inc.)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor or otherwise), but shall have no obligation, to demand, xxx 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; and (ii) each other Debtor shall promptly take such action as Agent reasonably may request (a) to collect the Subordinated Debt, to the extent permitted by law, for the account of the Lender Group and to file appropriate claims or proofs of claim in respect of the 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 the Subordinated Debt, and (c) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law. The Agent acknowledges that the exercise of the rights provided in this Section may at some times be subject to the provisions of the Intercreditor Agreement.

Appears in 1 contract

Samples: Intercompany Subordination Agreement (Hudson Respiratory Care Inc)

Authorization to Agent. If, while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any Debtor Loan Party or its property: (i) Agent hereby is irrevocably authorized and empowered (in the name of each other Debtor Subordinated Party or otherwise), but shall have no obligation, to demand, xxx 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 AgentAgent or any Lender; and (ii) each other Debtor Subordinated Party shall promptly take such action as Agent reasonably may request (aA) to collect the Subordinated Debt, to the extent permitted by law, Debt for the account of Agent and the Lender Group Lenders and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (bB) 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 the Subordinated Debt, and (cC) to collect and receive any and all Subordinated Debt Payments, to the extent permitted by law.

Appears in 1 contract

Samples: Loan and Security Agreement (Restoration Robotics, Inc.)

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