Common use of Authorization for Secured Party to Take Certain Action Clause in Contracts

Authorization for Secured Party to Take Certain Action. Timexpress irrevocably authorizes the Agent in the sole discretion of the Agent and appoints the Agent as its attorney in fact (i) to execute, if necessary, on behalf of Timexpress as debtor, and to file financing statements necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (ii) to, with respect to any such cash proceeds received by Agent after the occurrence and during the continuance of any Default and/or at all other times to the extent any such cash proceeds are received by Agent pursuant to this Agreement or any cash management or other agreement between Agent and Timexpress and/or AirNet, indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Agent Control over such Securities or other Investment Property, (v) at any time after the occurrence and during the continuance of a Default, to enforce payment of the Receivables in the name of the Agent or Timexpress, (vi) to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Article VII and (vii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), and Timexpress agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection therewith, provided that this authorization shall not relieve Timexpress or any other Person of any of its or their respective obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. Timexpress irrevocably authorizes the Agent The power of attorney created in Section 7.3 is a power coupled with an interest and shall be irrevocable. The powers conferred on Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon Secured Party to exercise such powers. Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and in no event shall Secured Party or any of its directors, officers, employees, agents or representatives be responsible to Debtor for any act or failure to act, except for gross negligence or willful misconduct. Secured Party may exercise this power of attorney without notice to or assent of Debtor, in the name of Debtor, or in Secured Party's own name, from time to time in Secured Party's sole discretion and at Debtor's expense. To further carry out the terms of this Agreement, Secured Party may upon the Agent and appoints the Agent as its attorney in fact occurrence of an Event of Default: (ia) Execute any statements or documents to execute, if necessary, on behalf of Timexpress as debtortake possession of, and to file financing statements necessary endorse and collect and receive delivery or desirable in payment of, any checks, drafts, notes, acceptances or other instruments and documents constituting the Agent’s sole discretion to perfect payment of amounts due and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (ii) to, with respect to any such cash proceeds received by Agent after the occurrence and during the continuance of any Default and/or at all other times to the extent any such cash proceeds are received by Agent pursuant to this Agreement become due or any cash management or other agreement between Agent and Timexpress and/or AirNet, indorse and collect any cash proceeds of the Collateral, (iii) performance to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement be rendered with respect to the Collateral as a financing statement in such offices as the Agent in its sole discretion deems necessary Collateral; (b) Sign and endorse any invoices, freight or desirable express bills, bills of lading, storage or warehouse receipts; drafts, certificates and statements under any commercial or standby letter of credit, assignments, leases, bills of sale, or any other documents relating to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, including without limitation the Records; (ivc) to contact and enter into one Use or more agreements with the issuers of uncertificated securities which are operate Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Agent Control over such Securities or other Investment Property, (v) at any time after the occurrence and during the continuance of a Default, to enforce payment of the Receivables in the name of the Agent or Timexpress, (vi) to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Article VII and (vii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), and Timexpress agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection therewith, provided that this authorization shall not relieve Timexpress or any other Person property of Debtor for the purpose of preserving or liquidating Collateral; (d) File any claim or take any other action or proceeding in any court of its law or their respective obligations equity or as otherwise deemed appropriate by Secured Party for the purpose of collecting any and all monies due or securing any performance to be rendered with respect to the Collateral; (e) Commence, prosecute or defend any suits, actions or proceedings or as otherwise deemed appropriate by Secured Party for the purpose of protecting or collecting the Collateral. In furtherance of this right, upon the occurrence of an Event of Default Secured Party may apply for the appointment of a receiver or similar official to operate Debtor's business, and, to the fullest extent permitted by law, Debtor hereby waives any right to oppose such appointment; (f) Prepare, adjust, execute, deliver and receive payment under this Security Agreement insurance claims, and collect and receive payment of and endorse any instrument in payment of loss or under returned premiums or any other insurance refund or return, and apply soon amounts, at Secured Party's sole discretion, toward repayment of the Credit AgreementIndebtedness or replacement of the Collateral.

Authorization for Secured Party to Take Certain Action. Timexpress irrevocably authorizes the Agent The power of attorney created in Section 7.3 is a power coupled with an interest and shall be irrevocable. The powers conferred on Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon Secured Party to exercise such powers. Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and in no event shall Secured Party or any of its directors, officers, employees, agents or representatives be responsible to Debtor for any act or failure to act, except for gross negligence or willful misconduct. Secured Party may exercise this power of attorney without notice to or assent of Debtor, in the name of Debtor, or in Secured Party's own name, from time to time in Secured Party's sole discretion and at Debtor's expense. To further carry out the terms of this Agreement, Secured Party may upon the Agent and appoints the Agent as its attorney in fact occurrence of an Event of Default: (iA) Execute any statements or documents to execute, if necessary, on behalf of Timexpress as debtortake possession of, and to file financing statements necessary endorse and collect and receive delivery or desirable in payment of, any checks, drafts, notes, acceptances or other instruments and documents constituting the Agent’s sole discretion to perfect payment of amounts due and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (ii) to, with respect to any such cash proceeds received by Agent after the occurrence and during the continuance of any Default and/or at all other times to the extent any such cash proceeds are received by Agent pursuant to this Agreement become due or any cash management or other agreement between Agent and Timexpress and/or AirNet, indorse and collect any cash proceeds of the Collateral, (iii) performance to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement be rendered with respect to the Collateral as a financing statement in such offices as the Agent in its sole discretion deems necessary Collateral; (B) Sign and endorse any invoices, freight or desirable express bills, bills of lading, storage or warehouse receipts; drafts, certificates and statements under any commercial or standby letter of credit, assignments, leases, bills of sale, or any other documents relating to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, including without limitation the Records; (ivC) to contact and enter into one Use or more agreements with the issuers of uncertificated securities which are operate Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Agent Control over such Securities or other Investment Property, (v) at any time after the occurrence and during the continuance of a Default, to enforce payment of the Receivables in the name of the Agent or Timexpress, (vi) to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Article VII and (vii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), and Timexpress agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection therewith, provided that this authorization shall not relieve Timexpress or any other Person property of Debtor for the purpose of preserving or liquidating Collateral; (D) File any claim or take any other action or proceeding in any court of its law or their respective obligations equity or as otherwise deemed appropriate by Secured Party for the purpose of collecting any and all monies due or securing any performance to be rendered with respect to the Collateral; (E) Commence, prosecute or defend any suits, actions or proceedings or as otherwise deemed appropriate by Secured Party for the purpose of protecting or collecting the Collateral. In furtherance of this right, upon the occurrence of an Event of Default Secured Party may apply for the appointment of a receiver or similar official to operate Debtor's business, and, to the fullest extent permitted by law, Debtor hereby waives any right to oppose such appointment; (F) Prepare, adjust, execute, deliver and receive payment under this Security Agreement insurance claims, and collect and receive payment of and endorse any instrument in payment of loss or under returned premiums or any other insurance refund or return, and apply such amounts, at Secured Party's sole discretion, toward repayment of the Credit AgreementIndebtedness or replacement of the Collateral.

Authorization for Secured Party to Take Certain Action. Timexpress Float irrevocably authorizes the Agent in the sole discretion of the Agent and appoints the Agent as its attorney in fact (i) to execute, if necessary, on behalf of Timexpress Float as debtor, and to file financing statements necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (ii) to, with respect to any such cash proceeds received by Agent after the occurrence and during the continuance of any Default and/or at all other times to the extent any such cash proceeds are received by Agent pursuant to this Agreement or any cash management or other agreement between Agent and Timexpress Float and/or AirNet, indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Agent Control over such Securities or other Investment Property, (v) at any time after the occurrence and during the continuance of a Default, to enforce payment of the Receivables in the name of the Agent or TimexpressFloat, (vi) to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Article VII and (vii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), and Timexpress Float agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection therewith, provided that this authorization shall not relieve Timexpress Float or any other Person of any of its or their respective obligations under this Security Agreement or under the Credit Agreement.