Common use of Authorized Action by Agent Clause in Contracts

Authorized Action by Agent. Pledgor hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor or any third party for failure so to do) any act which Pledgor is obligated by this Agreement to perform, and to exercise such rights and powers as Pledgor might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as Pledgor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Lessor hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Lessor or any third party for failure so to do) any act which Pledgor Lessor is obligated by this Agreement to perform, and to exercise such rights and powers as Pledgor Lessor might exercise with respect to the Lessor Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Lessor Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Lessor Collateral; (c) insure, process, preserve and enforce the Lessor Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Lessor Collateral; (e) pay any Indebtedness of Pledgor Lessor relating to the Lessor Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of an Event of Defaultstatements. Pledgor agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as Pledgor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Lessor agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Lessor Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Lessor Obligations or with respect to the Lessor Collateral.

Authorized Action by Agent. Pledgor Borrower hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Borrower or any third party for failure so to do) any act which Pledgor Borrower is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Borrower might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Borrower relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Borrower agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as PledgorBorrower's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Borrower agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Borrower hereby irrevocably appoints Agent Lender as its attorney-in-fact and agrees that Agent Lender may perform (but Agent Lender shall not be obligated to and shall incur no liability to Pledgor Borrower or any third party for failure so to do) any act which Pledgor Borrower is obligated by this Loan Agreement to perform, and to exercise such rights and powers as Pledgor Borrower might exercise with respect to the Collateral, including, without limitation, including but not limited to the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining toto the Collateral, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, process and preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Borrower relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may Lender shall not exercise any such powers prior to the occurrence of an Event of Default and shall only exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Borrower agrees to reimburse Agent Lender upon demand for all any reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent Lender may incur while acting as PledgorBorrower's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Borrower hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Borrower or any third party for failure so to do) any act which Pledgor Borrower is obligated by this Restated Security Agreement to perform, and to exercise such rights and powers as Pledgor Borrower might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Borrower relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Borrower agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as PledgorBorrower's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Borrower agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Grantor hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Grantor or any third party for failure so to do) any act which Pledgor Grantor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Grantor might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Grantor relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of shall not act pursuant to this appointment or otherwise hereunder unless an Event of DefaultDefault has occurred and is continuing. Pledgor Grantor agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as PledgorGrantor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Grantor agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Borrower hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Borrower or any third party for failure so to do) any act which Pledgor Borrower is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Borrower might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interestroyalties, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness indebtedness of Pledgor Borrower relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may shall exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor In furtherance of the powers granted in this paragraph 5, Borrower shall execute and deliver to Agent a Special Power of Attorney in the form of Attachment 4 hereto. Borrower agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as PledgorBorrower's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Borrower agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Borrower hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Borrower or any third party for failure so to do) any act which Pledgor Borrower is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Borrower might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Borrower relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of shall not act pursuant to this appointment or otherwise hereunder unless an Event of DefaultDefault has occurred and is continuing. Pledgor Borrower agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as PledgorBorrower's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Borrower agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Grantor hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Grantor or any third party for failure so to do) any act which Pledgor Grantor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Grantor might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Grantor relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Grantor agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as PledgorGrantor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Grantor agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Grantor hereby irrevocably appoints Agent Secured Party as its attorney-in-fact and agrees that Agent Secured Party may perform (but Agent Secured Party shall not be obligated to and shall incur no liability to Pledgor Grantor or any third party for failure so to do) any act which Pledgor Grantor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Grantor might exercise with respect to the Collateral, including, without limitation, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, process and preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Grantor relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may Secured Party shall not exercise any such powers prior to the occurrence of an Event of Default and shall only exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Grantor agrees to reimburse Agent Secured Party upon demand for all any reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent Secured Party may incur while acting as PledgorGrantor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor agrees It is further agreed and understood between the parties hereto that such care as Agent Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in AgentSecured Party's possession; provided, however, that Agent Secured Party shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person person in connection with the Secured Obligations or with respect to the Collateral. NOTE: Information in this document marked with an "[*]" has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Authorized Action by Agent. Pledgor Lessee hereby irrevocably appoints Agent -------------------------- as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Lessee or any third party for failure so to do) any act which Pledgor Lessee is obligated by this Cash Collateral Agreement to perform, and to exercise such rights and powers as Pledgor Lessee might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness indebtedness of Pledgor Lessee relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may not exercise -------- ------- such powers only after the occurrence and during the continuance of unless an Event of DefaultDefault has occurred and is continuing. Pledgor Lessee agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as PledgorLessee's attorney-in-in- fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Lessee agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make -------- ------- any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Grantor hereby irrevocably appoints Agent Secured Party as its attorney-in-fact and agrees that Agent Secured Party may perform (but Agent Secured Party shall not be obligated to and shall incur no liability to Pledgor Grantor or any third party for failure so to do) any act which Pledgor Grantor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Grantor might exercise with respect to the Collateral, including, without limitation, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; -------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion. 108 (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, process and preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Grantor relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may Secured Party shall not exercise any such powers prior to the occurrence of an Event of Default and shall only exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Grantor agrees to reimburse Agent Secured Party upon demand for all any reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent Secured Party may incur while acting as PledgorGrantor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor agrees It is further agreed and understood between the parties hereto that such care as Agent Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in AgentSecured Party's possession; provided, however, that Agent Secured Party shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Grantor hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Grantor or any third party for failure so to do) any act which Pledgor Grantor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Grantor might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interestroyalties, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness indebtedness of Pledgor Grantor relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may shall exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor In furtherance of the powers granted in this paragraph 5, Grantor shall execute and deliver to Agent a Special Power of Attorney in the form of Attachment 4 hereto. Grantor agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as PledgorGrantor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Grantor agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Debtor hereby irrevocably appoints Agent Secured Party as its attorney-in-fact and agrees that Agent Secured Party may perform (but Agent Secured Party shall not be obligated to and shall incur have no liability to Pledgor Debtor or any third party for failure so to do) any act which Pledgor Debtor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Debtor might exercise with respect to the Collateral, including, without limitation, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, process and preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness indebtedness of Pledgor Debtor relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may Secured Party shall not exercise any such powers prior to the occurrence of an Event of Default and shall only exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Debtor agrees to reimburse Agent Secured Party upon demand for all any reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent Secured Party may incur while acting as PledgorDebtor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor agrees It is further agreed and understood between the parties hereto that such care as Agent Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in AgentSecured Party's possession; provided, however, that Agent Secured Party shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person person in connection with the Secured Obligations or with respect to the Collateral. 5 6.

Authorized Action by Agent. Pledgor Debtor hereby irrevocably appoints Agent Secured Party as its attorney-in-fact and agrees that Agent Secured Party may perform (but Agent Secured Party shall not be obligated to and shall incur have no liability to Pledgor Debtor or any third party for failure so to do) any act which Pledgor Debtor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Debtor might exercise with respect to the Collateral, including, without limitation, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extensioninsure, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for process and preserve the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (ed) pay any Indebtedness indebtedness of Pledgor Debtor relating to the Collateral; and (fe) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may Secured Party shall not exercise any such powers prior to the occurrence of an Event of Default and shall only exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Debtor agrees to reimburse Agent Secured Party upon demand for all any reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent Secured Party may incur while acting as PledgorDebtor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor agrees It is further agreed and understood between the parties hereto that such care as Agent Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in AgentSecured Party's possession; provided, however, that Agent Secured Party shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Debtor hereby irrevocably appoints Agent Secured Party as its attorney-in-fact and agrees that Agent Secured Party may perform (but Agent Secured Party shall not be obligated to and shall incur no liability to Pledgor Debtor or any third party for failure so to do) any act which Pledgor Debtor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Debtor might exercise with respect to the Collateral, including, without limitation, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, process and preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness indebtedness of Pledgor Debtor relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; providedPROVIDED, howeverHOWEVER, that Agent may Secured Party shall not exercise any such powers prior to the occurrence of an Event of Default and shall only exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Debtor agrees to reimburse Agent Secured Party upon demand for all any reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent Secured Party may incur while acting as PledgorDebtor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor agrees It is further agreed and understood between the parties hereto that such care as Agent Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's Secured Party `s possession; providedPROVIDED, howeverHOWEVER, that Agent Secured Party shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor NSE hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor NSE or any third party for failure so to do) any act which Pledgor NSE is obligated by this Agreement to perform, and to exercise such rights and powers as Pledgor NSE might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor NSE relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor NSE agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as PledgorNSE's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor NSE agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor While an Event of Default is continuing, Account Holder hereby irrevocably appoints authorizes Agent as its attorney-in-fact and agrees that Agent may perform to do (but Agent shall not be obligated to do and shall incur no liability to Pledgor Account Holder or any third party for failure so to do) any act which Pledgor Account Holder is obligated by this Agreement to performdo, and to exercise such rights and powers as Pledgor Account Holder might exercise with respect to the Collateral, including, without limitation, the right to to: (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, process and preserve and enforce the Collateral; (d) transfer the Collateral to its own or its nominee's name; and (e) make any compromise or settlement, and take any reasonable action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness Collateral consistent with the terms of Pledgor relating to this Agreement, the Collateral; Lease and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of an Event of DefaultPurchase Agreement. Pledgor agrees Account Holxxx xxrees to reimburse Agent upon demand for all any reasonable and documented costs and expenses, including including, without limitation, reasonable and documented attorneys' feesfees and disbursements, Agent may incur while acting as Pledgor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured ObligationsObligations secured hereby. Pledgor agrees It is further agreed and understood between the parties hereto that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Informix hereby irrevocably appoints Agent as its attorney-in-fact and agrees that for the purpose of authorizing Agent may to perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Informix or any third party for failure so to doperform) any act which Pledgor Informix is obligated by this Agreement to perform, and to exercise exercise, consistent with the other provisions of this Agreement, such rights and powers as Pledgor Informix might exercise with respect to the CollateralCollateral during any period in which a Default or Event of Default has occurred and is continuing, including, without limitation, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness indebtedness of Pledgor Informix relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as Pledgor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Informix agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required obligated to make any presentment, demand or protest, or Informix to give any notice and need not or take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Debtor hereby irrevocably appoints Agent Secured Party as its attorney-in-fact and agrees that Agent Secured Party may perform (but Agent Secured Party shall not be obligated to and shall incur no liability to Pledgor Debtor or any third party for failure so to do) any act which Pledgor Debtor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Debtor might exercise with respect to the Collateral, including, without limitation, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, process and preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness indebtedness of Pledgor Debtor relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; providedPROVIDED, howeverHOWEVER, that Agent may Secured Party shall not exercise any such powers prior to the occurrence of an Event of Default and shall only exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Debtor agrees to reimburse Agent Secured Party upon demand for all any reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent Secured Party may incur while acting as PledgorDebtor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor agrees It is further agreed and understood between the parties hereto that such care as Agent Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in AgentSecured Party's possession; providedPROVIDED, howeverHOWEVER, that Agent Secured Party shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Borrower hereby irrevocably appoints Agent Lender as its attorney-in-fact and agrees that Agent Lender may perform (but Agent Lender shall not be obligated to and shall incur no liability to Pledgor Borrower or any third party for failure so to do) any act which Pledgor Borrower is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Borrower might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, endorse and receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, processprotect, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Borrower relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Borrower agrees to reimburse Agent Lender upon demand for all any reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent Lender may incur while acting as PledgorBorrower's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Borrower agrees that such care as Agent Lender gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in AgentLender's possession; provided, however, that Agent Lender shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Debtor hereby irrevocably appoints Collateral Agent as its attorney-in-fact and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to Pledgor Debtor or any third party for failure so to do) any act which Pledgor Debtor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Debtor might exercise with respect to the Collateral, including, without limitation, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, process and preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Debtor relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent may shall not exercise any such powers prior to the occurrence of an Event of Default and shall only exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Debtor agrees to reimburse Collateral Agent upon demand for all any reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Collateral Agent may incur while acting as PledgorDebtor's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor agrees It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent's possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Debtor hereby irrevocably appoints Agent Secured Party as its attorney-in-fact and agrees that Agent Secured Party may perform (but Agent shall Secured Party will not be obligated to and shall will incur no liability to Pledgor Debtor or any third party for failure so to do) any act which Pledgor Debtor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Pledgor Debtor might exercise with respect to the Collateral, including, without limitation, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, process and preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Debtor relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunderunder this Security Agreement; provided, however, that Agent Secured Party shall not exercise any such powers prior to the occurrence of an Event of Default and may exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Debtor agrees to reimburse Agent Secured Party upon demand for all any reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent Secured Party may incur while acting as PledgorDebtor's attorney-in-fact hereunderunder this Security Agreement, all of which costs and expenses are included in the Secured Obligations. Pledgor agrees It is further agreed and understood between the parties hereto that such care as Agent Secured Party gives to the safekeeping of its own property of like kind shall constitute constitutes reasonable care of the Collateral when in AgentSecured Party's possession; provided, however, that Agent shall Secured Party will not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Borrower hereby irrevocably appoints Agent as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Borrower or any third party for failure so to do) any act which Pledgor Borrower is obligated by this Pledge Agreement to perform, and to exercise such rights and powers as Pledgor Borrower might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness of Pledgor Borrower relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Agent may exercise such powers only after the occurrence and during the continuance of an Event of Default. Pledgor Borrower agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as PledgorBorrower's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Borrower agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Agent. Pledgor Lessee hereby irrevocably appoints Agent -------------------------- as its attorney-in-fact and agrees that Agent may perform (but Agent shall not be obligated to and shall incur no liability to Pledgor Lessee or any third party for failure so to do) any act which Pledgor Lessee is obligated by this Defeasance Deposit Agreement to perform, and to exercise such rights and powers as Pledgor Lessee might exercise with respect to the Collateral, including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (e) pay any Indebtedness indebtedness of Pledgor Lessee relating to the Collateral; and (f) execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that that, subject to Sections 3(e) and 4(b), Agent may not -------- ------- ---------------------- exercise such powers only after the occurrence and during the continuance of unless an Event of DefaultDefault has occurred and is continuing. Pledgor Lessee agrees to reimburse Agent upon demand for all reasonable and documented costs and expenses, including reasonable and documented attorneys' fees, Agent may incur while acting as PledgorLessee's attorney-in-fact hereunder, all of which costs and expenses are included in the Secured Obligations. Pledgor Lessee agrees that such care as Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Agent's possession; provided, however, that Agent shall not be required -------- ------- to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other Person in connection with the Secured Obligations or with respect to the Collateral.