Common use of Authorization and Power-of-Attorney Clause in Contracts

Authorization and Power-of-Attorney. The Secured Party is irrevocably and unconditionally authorized to take, and each Debtor irrevocably and unconditionally appoints the Secured Party as the attorney-in-fact of such Debtor, with full power of substitution and of revocation, to take, in the name of such Debtor or otherwise and otherwise as shall be determined by the Secured Party at the sole option of the Secured Party, each action relating to any of the Collateral that, subject to this Agreement, such Debtor could take in the same manner, to the same extent and with the same effect as if such Debtor were to take such action; provided, however, that, until any notice of intention to do so shall be delivered, given or sent by the Secured Party to any Debtor upon or at any time after the occurrence or existence of any Event of Default, (a) the Secured Party may not, pursuant to such authorization or as such attorney-in-fact, (i) exercise or direct the exercise of any right to vote or give any consent, ratification or waiver with respect to any General Intangible or Instrument included in the Collateral or (ii) except as expressly permitted by this Agreement, sell, lease or otherwise dispose of any of the Collateral and (b) each Debtor shall have the right to exercise any right to vote or give any consent, ratification or waiver with respect to any General Intangible or Instrument included in the Collateral that such Debtor would have but for this Agreement unless doing so would or might have any adverse effect on the value of such General Intangible or Instrument as security for the payment of the Obligations or otherwise be inconsistent or incompatible with any provision or purpose of this Agreement. Such power of attorney is coupled with an interest in favor of the Secured Party and shall not be terminated or otherwise affected by the death, disability or incompetence of any Debtor. Without limiting the generality of the first sentence of this Section 5, pursuant to such authorization and as such attorney-in-fact, the Secured Party may, in the name of any Debtor or otherwise at the sole option of the Secured Party, (a) execute and deliver any financing statement or instrument of assignment relating to any of the Collateral, (b) endorse, or execute and deliver any instrument of assignment relating to, and deliver any of the Collateral including, but not limited to, any instrument drawn by any company issuing any insurance on any Goods included in the Collateral), whether such endorsement or assignment is to the Secured Party or otherwise, (c) execute and deliver any writing, or give any communication in any other form, requesting any transfer, pledge or release from pledge of any Uncertificated Security included in the Collateral, (d) execute and deliver or file any form or other writing (including, but not limited to, any notice of proposed sale of securities pursuant to Rule 144 of the Securities and Exchange Commission), or take any other action (including, but not limited to, making public any nonpublic material adverse information with respect to any issuer of any General Intangible or Instrument included in the Collateral), that the Secured Party shall deem necessary or desirable at the sole option of the Secured Party to permit the sale or other disposition of any such General Intangible or Instrument without registration pursuant to the Securities Act of 1933, (e) receive and collect any mail addressed to any Debtor, direct the place of delivery of any such mail to any location designated by the Secured Party, open any such mail and remove from any such mail and retain any enclosure evidencing, or otherwise relating to any of the Collateral, (f) obtain, adjust, settle or cancel any insurance on any Goods included in the Collateral, (g) use any payment in connection with any such insurance, including, but not limited to, any refund of any unearned premium therefor to pay any of the Obligations, whether due or not due, as the Secured Party shall determine at the sole option of the Secured Party, (h) take any action described in clause (A) of Section 4e of this Agreement or (i) execute and deliver any other writing, or take any other action, that the Secured Party shall deem necessary or desirable at the sole option of the Secured Party (i) to perfect or accomplish any Security Interest, (ii) otherwise to accomplish any purpose of this Agreement, (iii) in connection with any transaction contemplated by this Agreement or (iv) in connection with any of the Collateral. Each debtor revokes each power of attorney (including, but not limited to, any proxy) heretofore granted by such Debtor with respect to any General Intangible or Instrument included in the Collateral.

Authorization and Power-of-Attorney. The Secured Party is irrevocably and unconditionally authorized to take, and each Debtor irrevocably and unconditionally appoints the Secured Party as the attorney-in-fact of such Debtor, ; with full power of substitution and of revocation, to take, in the name of such Debtor or otherwise and otherwise as shall be determined by the Secured Party at the sole option of the Secured Party, each action relating to any of the Collateral that, subject to this Agreement, such Debtor could take in the same manner, to the same extent and with the same effect as if such Debtor were to take such action; provided, however, that, until any notice of intention to do so shall be delivered, given or sent by the Secured Party to any Debtor upon or at any time after the occurrence or existence of any Event of Default, (a) the Secured Party may not, pursuant to such authorization or as such attorney-in-fact, (i) exercise or direct the exercise of any right to vote or give any consent, ratification or waiver with respect to any General Intangible or Instrument Investment Property included in the Collateral or (ii) except as expressly permitted by this Agreement, sell, lease or otherwise dispose of any of the Collateral and (b) each Debtor shall have the right to exercise any right to vote or give any consent, ratification or waiver with respect to any General Intangible or Instrument Investment Property included in the Collateral that such Debtor would have but for this Agreement unless doing so would or might have any adverse effect on the value of such General Intangible or Instrument Investment Property as security for the payment of the Obligations or otherwise be inconsistent or incompatible with any provision or purpose of this Agreement. Such power of attorney is coupled with an interest in favor of the Secured Party Party, and shall not be terminated or otherwise affected by the death, disability or incompetence of any Debtor. Without limiting the generality of the first sentence of this Section 5, pursuant to such authorization and as such attorney-in-fact, the Secured Party may, in the name of any Debtor or otherwise at the sole option of the Secured Party, (a) execute and deliver any financing statement or instrument of assignment relating to any of the Collateral, any amendment of any such financing statement or any application for any certificate of title or notice of lien relating to any Goods included in the Collateral, (b) endorse, or execute and deliver any instrument of assignment relating to, and deliver any of the Collateral (including, but not limited to, any instrument Instrument drawn by any company issuing any insurance on any Goods included in the Collateral), whether such endorsement or assignment is to the Secured Party or otherwise, (c) execute and deliver any writing, or give any communication in any other form, requesting any transfer, pledge or release from pledge of any Uncertificated Security Investment Property included in the Collateral, (d) execute and deliver or file any form or other writing (including, but not limited to, any notice of proposed sale of securities pursuant to Rule 144 of the Securities and Exchange Commission), or take any other action (including, but not limited to, making public any nonpublic material adverse information with respect to any issuer of any General Intangible or Instrument Investment Property included in the Collateral), that the Secured Party shall deem necessary or desirable at the sole option of the Secured Party to permit the sale or other disposition of any such General Intangible or Instrument Investment Property without registration pursuant to the Securities Act of 1933, (e) receive and collect any mail addressed to any Debtor, direct the place of delivery of any such mail to any location designated by the Secured Party, open any such mail and remove from any such mail and retain any enclosure evidencing, or otherwise relating to to, any of the Collateral, (f) obtain, adjust, settle or cancel any insurance on any Goods included in the Collateral, (g) use any payment in connection with any such insurance, insurance (including, but not limited to, any refund of any unearned premium therefor therefor) to pay any of the Obligations, whether due or not due, as the Secured Party shall determine at the sole option of the Secured Party, (h) take any action described in clause (A) of Section 4e 4ii of this Agreement or (i) execute and deliver any other writing, or take any other action, that the Secured Party shall deem necessary or desirable at the sole option of the Secured Party (i) to perfect or accomplish any Security Interest, (ii) otherwise to accomplish any purpose of this Agreement, (iii) in connection with any transaction contemplated by this Agreement or (iv) in connection with any of the Collateral. Each debtor Debtor revokes each power of attorney (including, but not limited to, any proxy) heretofore granted by such Debtor with respect to any General Intangible or Instrument Investment Property included in the Collateral.