AUTHORIZATION TO CREDITOR. 4.1. Guarantor hereby irrevocably authorizes Creditor at Guarantor’s expense, to exercise at any time any of the following powers until all of the Guaranteed Obligations have been paid in full:
4.1.1. Receive, endorse and deposit, in the name of Creditor or Guarantor, all cash, checks, and other instruments relating to the Collateral or the proceeds thereof;
4.1.2. Take or bring, in the name of Creditor or Guarantor, all actions, or proceedings deemed necessary to effect collection of the Collateral;
4.1.3. File in the name of Guarantor or Creditor or both,
4.1.3.1. Mechanic’s lien or related notices or
4.1.3.1.1. Claims under any payment bond, in connection with goods or services sold by Guarantor in connection with the improvement of realty; and
4.1.3.1.2. Notify any Account Debtor obligated with respect to any Account, that the underlying Account has been assigned to Creditor by Guarantor and that payment thereof is to be made to the order of and directly and solely to Creditor.
4.1.4. After default in the performance of Guarantor’s obligations hereunder:
4.1.4.1. Change the address for delivery of mail to Guarantor and to receive and open mail addressed to Guarantor;
4.1.4.2. Extend the time of payment of, compromise, or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all Collateral which includes a monetary obligation and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Guarantor by such Account Debtor), without affecting any of the Guaranteed Obligations;
4.1.4.3. Pay any sums necessary to discharge any lien or encumbrance which is senior to Creditor’s security interest in the Collateral, which sums shall be repaid by Guarantor on demand and accrue interest at the lesser of (1) the rate chargeable to the Debtor under the Credit Agreements at the time the sums have been paid, or (2) the maximum rate of interest which may be charged to the Guarantor hereunder.
4.2. Guarantor authorizes Creditor to accept, indorse, and deposit on behalf of Guarantor any checks tendered by an Account Debtor “in full payment” of its obligation to Guarantor. Guarantor shall not assert against Creditor any claim arising therefrom, irrespective of whether such action by Creditor effects an accord and satisfaction of Guarantor’s claims, under §3-311 of the Uniform Commercial Code, or otherwise.
AUTHORIZATION TO CREDITOR. Guarantor authorizes Creditor, without notice or demand and without diminishing or releasing Guarantor’s obligations under this Agreement, from time to time and at any time to: (a) acquire Accounts from Debtor pursuant to any relevant Financing Agreement; (b) make secured or unsecured loans or other funding advances to Debtor; (c) alter, compromise, renew, extend, accelerate, or otherwise change the schedule, frequency or terms of Debtor’s payments, (d) change interest rates and fees applicable to the Indebtedness as permitted under the Financing Agreements; (e) amend any Financing Agreement between Creditor and Debtor; (f) take, hold, and perfect security of any kind for the payment of the Guarantied Obligations, (g) secure Creditor’s obligations under the Loan Agreement and Note, and exchange, enforce, waive, subordinate, fail to perfect, and release any such security, with or without the substitution of new collateral; (h) release, substitute, agree not to sue, or deal with any one or more of Debtor’s sureties, endorsers, or other guarantors, on any terms or in any manner as Creditor may choose; (i) determine how and when payments and credits shall be applied to the Guarantied Obligations; (j) direct the order or manner of a sale of Collateral, including without limitation any non-judicial sale permitted by the terms of the Financing Agreements, as Creditor in its discretion may determine; (k) sell, transfer, assign or grant participations in all or any part of the Guarantied Obligations; and (l) assign or transfer this Agreement in whole or in part.
