Actions with Respect to the Collateral. Administrative Agent, for the benefit of each Required Lender, is hereby authorized by the Borrowers, at any time or from time to time during the existence of an Event of Default (and shall upon the direction of the Lenders do each of the following) to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing and enforce the obligations of the Investors to make Capital Contributions, (ii) take or bring in any Borrower’s name, or that of the Lenders, all steps, actions, suits, or proceedings deemed by Administrative Agent necessary or desirable to effect possession or collection of payments of the Collateral, (iii) complete any contract or agreement of any Borrower in any way related to payment of any of the Capital Commitments, (iv) make allowances or adjustments related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, with respect to any Eligible Asset, including under any Investment Document, (v) compromise any claims related to the Capital Commitments of the Investors, or, following acceleration of the Obligations by Administrative Agent, Eligible Assets, (vi) following acceleration of the Obligations by Administrative Agent, notify Investment Obligors of any Borrower to make all payments with respect to their obligations under any Asset directly to Administrative Agent or to an account other than the Asset Account, (vii) exercise any other right, privilege, power, or remedy provided to any Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Investors, (viii) provide instruction and direction to the Account Bank as to the application of monies in the Collateral Accounts (including taking exclusive control thereof), and apply such monies to the payment of the Obligations, (ix) notify any or all Investors to make all payments due or to become due in connection with Capital Calls directly to Administrative Agent, (x) sell the Collateral or any part thereof, upon giving at least ten (10) days’ prior written notice to Borrowers of the time and place of sale (which notice each Borrower and Administrative Agent agree is commercially reasonable), for cash or upon credit or for future delivery, and the Borrowers hereby waive all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Administrative Agent, either at public sale o...
Actions with Respect to the Collateral. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit Party, at any time or from time to time during the existence of an Event of Default, to: (i) initiate one or more Drawdowns in order to pay the Obligations then due and owing, (ii) notify the Investors to make all payments due or to become due with respect to their Capital Commitments directly to the Administrative Agent or to an account other than the Collateral Accounts, (iii) take or bring in any Credit Party’s name, or that of the Secured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the Capital Commitments, (iv) complete any contract or agreement of any Credit Party in any way related to payment of any of the Capital Commitments, (v) make allowances or adjustments related to the Capital Commitments, (vi) compromise any claims related to the Capital Commitments, or (vii) exercise any other right, privilege, power, or remedy provided to any Credit Party under its respective Constituent Documents and the Subscription Agreements with respect to the Capital Commitments. Regardless of any provision hereof, in the absence of gross negligence or willful misconduct by the Administrative Agent or the Secured Parties, neither the Administrative Agent nor the Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Drawdowns or the Capital Commitment or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment. The Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the Credit Parties’ obligations hereunder. Notwithstanding the above, during the continuance of an Event of Default, the Credit Parties shall be authorized to issue Drawdowns only with the consent of the Administrative Agent in its sole discretion.
Actions with Respect to the Collateral. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit Party in such Fund Group, at any time or from time to time during the existence of a Fund Group Event of Default with respect to such Credit Party’s Fund Group, to: (i) initiate one or more Capital Calls to the Investors of such Fund Group in order to pay the Obligations of such Fund Group then due and owing, so long as such Capital Call will be paid to the applicable Collateral Account of the applicable Credit Party in such Fund Group (or, solely in the case that any applicable Collateral Account is closed, frozen or subject to an order of a Governmental Authority or the Account Bank that would restrict such payments from being paid to such Collateral Account, then to such other account as directed by the Administrative Agent in its sole discretion), (ii) take or bring in any applicable Credit Party’s name, or that of the Secured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the Capital Commitments of the Investors of such Fund Group, (iii) complete any contract or agreement of any applicable Credit Party in any way related to payment of any of such Capital Commitments, (iv) make allowances or adjustments related to the Capital Commitments of the Investors of such Fund Group, (v) compromise any claims related to the Capital Commitments of the Investors of such Fund Group, (vi) issue credit in its own name or the name of any applicable Credit Party; or (vii) exercise any other right, privilege, power, or remedy provided to any applicable Credit Party under its respective Constituent Documents and the Subscription Agreements of the Investors of such Fund Group with respect to the Capital Commitments of such Investors. Regardless of any provision hereof, in the absence of fraud, gross negligence or willful misconduct by the Administrative Agent or the Secured Parties, neither the Administrative Agent nor the Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment of the Investors of suc...
Actions with Respect to the Collateral. Each of the Companies and each of the Exchanging Holders hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its or his own name, from time to time in the Collateral Agent's discretion, subject to Sections 2.1 and 3.1 hereof, so long as any Notice of Actionable Default is in effect, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement and the Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Company hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents, subject to Sections 2.2 and 3.1 hereof.
Actions with Respect to the Collateral. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit Party, at any time or from time to time during the existence of an Event of Default, to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing; (ii) notify the Investors to make all payments due or to become due with respect to their Capital Commitments directly to the Administrative Agent on behalf of the Secured Parties or to an account other than the Collateral Accounts; (iii) take or bring in any Credit Party’s name, or that of the Secured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the Capital Commitments of the Investors;
Actions with Respect to the Collateral. Each of the Foreign Subsidiary Equity Secured Parties hereby irrevocably constitutes and appoints the Intercreditor Agent and Security Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its or his own name, from time to time in the Intercreditor Agent and Security Trustee's discretion, subject to Section 3.4(c) hereof, so long as any direction or notice contemplated by Section 3.4(c) hereof is in effect, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement and the Foreign Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each of the Foreign Subsidiary Equity Secured Parties hereby acknowledges that the Intercreditor Agent and Security Trustee shall have all powers and remedies set forth in the Foreign Security Documents, subject to Section 3.4(c) hereof.
Actions with Respect to the Collateral. Borrower hereby consents to the pledge by the Parent to the Lender of the Borrower Membership Interest. Each of Parent and Borrower will properly preserve the Collateral, maintain the Collateral consisting of inventory, machinery or equipment in good working order (ordinary wear and tear excepted), defend the Collateral against any adverse claims and demands and keep accurate books and records. Neither Parent nor Borrower has granted and will not grant any security interest in any of the Collateral except to Lender, and will keep the Collateral free of all Liens, except the security interest of Lender and Permitted Liens. Parent and Borrower will promptly notify Lender in writing of any event which materially affects the value of the Collateral, the ability of Parent, Borrower or Lender to dispose of the Collateral, or the rights and remedies of Lender in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise. Parent and Borrower shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales (collectively, the “Collateral Costs”). Without waiving Parent’s or Borrower's default for failure to make any such payment, Lender at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Obligations and bear interest at the rate set out herein. Each of Parent and Borrower agrees to reimburse Lender on demand for any Collateral Costs so incurred. Each of Parent and Borrower will diligently collect all Collateral.
