Common use of Authorization to Agent Clause in Contracts

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. If, while any Intercompany Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with respect to any other Obligor or its property: (i) Agent Agent, on behalf of the Lender Group and the Bank Product Providers, hereby is irrevocably authorized and empowered (in the name of each Company Obligor 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 the Subordinated Debt) as it may deem necessary in its Permitted Discretion or advisable for the exercise or enforcement of any of the rights or interests of Agent or any other member of the Lender GroupGroup and the Bank Product Providers; and (ii) each Company Obligor shall promptly take such action as Agent may 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 the Bank Product Providers 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 reasonably request to enable it to enforce any and all claims with respect to such Intercompany the Subordinated Debt, and (C) to collect and receive any and all Intercompany Subordinated Debt Payments owing by the Affected ObligorPayments.

Authorization to Agent. If, while any Intercompany Subordinated Debt is outstanding, any Insolvency Event or Liquidation Proceeding shall occur and be continuing with respect to any Obligor an obligor Credit Party or its property: property (except with respect to obligations of a Foreign Subsidiary to another Foreign Subsidiary): (i) Agent is hereby is irrevocably authorized and empowered (in the name of each the applicable obligee Company Entity 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 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 other member of the Lender GroupSecured Parties; and (ii) each such obligee Company Entity shall promptly take such action as Agent may 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 Secured Parties 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 reasonably request to enable it to enforce any and all claims with respect to such Intercompany the Subordinated Debt, and (C) to collect and receive any and all Intercompany Subordinated Debt Payments owing by the Affected ObligorPayments.

Authorization to Agent. If, while any Intercompany Subordinated Debt is outstanding, any Insolvency there is an occurrence and continuation of an Event shall occur and be continuing of Default with respect to any other Obligor or its property: (i) to the extent of any outstanding Senior Debt, as applicable to each Obligor, each Obligor hereby irrevocably authorizes and empowers Agent hereby is irrevocably authorized and empowered (in the name of each Company such Obligors or otherwise), but Agent shall have no obligation, to demand, xxx for, collect, and receive every payment or distribution in respect of the Intercompany such Obligors' respective 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 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 other member of the Lender GroupCredit Parties; and (ii) to the extent of any outstanding Senior Debt, as applicable to each Company Obligor, each Obligor 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 Credit Parties 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 the Subordinated Debt, and (C) to collect and receive any and all Intercompany Subordinated Debt Payments owing by the Affected ObligorPayments.

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 GroupSecured Party; 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 Secured Parties 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.