Action by the Secured Party Clause Samples

Action by the Secured Party. If the Debtor at any time fails to perform or observe any of the foregoing agreements, upon ten (10) days prior written notice to the Debtor, the Secured Party shall have the right, power, and authority (but not the duty) to perform or observe such agreement on behalf of and in the name of the Debtor and to take any and all other actions which the Secured Party may reasonably deem necessary to cure and correct such failure (including, without limitation, the satisfaction of liens, the execution of security agreements, and the endorsement of instruments); and the Debtor shall thereupon pay to the Secured Party on demand the amount expended by the Secured Party in connection therewith (including reasonable attorneys’ fees and costs).

Action by the Secured Party. For the purpose of exercising any and all rights granted to the Secured Party hereunder, including without limitation the receipt of any and all distributions of Pledged Property, each buyer listed on Schedule I attached to the Securities Purchase Agreement acknowledges and agrees that it will not take any action without the consent of buyers holding at least a majority of the outstanding Convertible Debentures issued under the Securities Purchase Agreement and that any and all distributions of Pledged Property or any other property hereunder to the Secured Party shall be made pro rata to the buyers in accordance with the percentage of the Convertible Debentures held by each buyer, and any Pledged Property or other property received by any buyer in excess of its pro rata portion shall be deemed to be received in trust and held for the benefit of all buyers in accordance with the terms of this Section 3.3.

Action by the Secured Party. If the Grantor at any time ---------------------------- fails to perform or observe any of the foregoing agreements, the Secured Party shall have (and the Grantor hereby grants to the Secured Party) the right, power and authority (but not the duty) upon ten (10) days written notice to Grantor to perform or observe such agreement on behalf and in the name, place and stead of the Grantor (or, at the Secured Party's option, in the Secured Party's name) and to take any and all other actions which the Secured Party may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of Liens, the procurement and maintenance of insurance, the execution of assignments, security agreements and Financing Statements, and the indorsement of instruments); and the Grantor shall thereupon pay to the Secured Party on demand the amount of all monies expended and all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Secured Party in connection with or as a result of the performance or observance of such agreements or the taking of such action by the Secured Party, together with interest thereon from the date expended or incurred at the highest lawful rate then applicable to any of the Obligations, and all such monies expended, costs and expenses and interest thereon shall be part of the Obligations secured by the Security Interest.