Common use of Authorized Action by Collateral Agent Clause in Contracts

Authorized Action by Collateral Agent. The Pledgor hereby irrevocably ------------------------------------- appoints the Collateral Agent as its attorney-in-fact, coupled with an interest, to do (but the Collateral Agent shall not be obligated to and shall incur no liability to the Pledgor or any third party for not so doing), at the request and direction of the Secured Party upon the occurrence of an Event of Default and while such Event of Default is continuing, any act which the Pledgor is obligated by this Agreement to do, and to exercise such rights and powers as the Pledgor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) preserve the Collateral; (c) transfer the Collateral to the Collateral Agent's own or its nominee's name; or (d) sell or otherwise dispose of the Collateral (provided -------- that nothing in this Section 17 shall limit the power of the Collateral Agent to ---- sell Pledged Securities as provided in this Agreement). Notwithstanding anything contained herein, in no event shall the Collateral Agent or the Secured Party be required to make any presentment, demand or protest or give any notice, and neither the Collateral Agent nor the Secured Party need 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. The Collateral Agent is, and shall at all times continue to be, authorized to file financing statements (and amendments to, and continuation statements in respect of, financing statements) with respect to the Collateral without the signature of the Pledgor in such filing offices as shall be necessary or appropriate for the purpose of perfecting or maintaining the perfection of the security interest provided for herein. The Collateral Agent shall give the Pledgor a copy of each filing so made prior thereto or promptly thereafter.

Authorized Action by Collateral Agent. The Pledgor Company and each Borrowing Subsidiary each hereby irrevocably ------------------------------------- appoints the Collateral Agent as its attorney-in-fact, coupled with an interest, fact to do (but the Collateral Agent shall not be obligated to and shall incur no liability to the Pledgor Company, any Borrowing Subsidiary or any Secured Party or any other third party for not failure so doing), to do) at any time and from time to time at the written request and direction of the Secured Party upon the occurrence of direction, given while an Event of Default and while such Event exists, of Default is continuingthe Required Lenders, any act which the Pledgor Company or any Borrowing Subsidiary is obligated by this Security Agreement to do, and to exercise such rights and powers as the Pledgor Company or any Borrowing Subsidiary might exercise with respect to the Collateral, including 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) insure, process, service and preserve the Collateral; (c) transfer the Collateral to the Collateral Agent's own or its nominee's name; or and (d) sell make any compromise or otherwise dispose of settlement, and take any other action it deems advisable with respect to the Collateral (provided -------- that nothing in this Section 17 shall limit Collateral. Notwithstanding the power of preceding sentence, the Collateral Agent shall endeavor to ---- sell Pledged Securities take only such actions with respect to the Collateral as provided are consistent with general servicing of such Collateral and in this Agreement)compliance with Federal Agency requirements; provided, however, that the Collateral Agent shall not be liable to the Company or any Borrowing Subsidiary for any actions taken by the Collateral Agent absent gross negligence or willful misconduct. Notwithstanding anything contained herein, in no event shall the Collateral Agent or the Secured Party be required to make any presentment, demand or protest protest, or give any notice, and neither the Collateral Agent nor the Secured Party need not take any action to preserve any rights against any prior party or any other person in connection with the Secured Obligations Debt or with respect to the Collateral. The Collateral Agent is, and shall at all times continue to be, authorized to file financing statements (and amendments to, and continuation statements in respect of, financing statements) with respect to the Collateral without the signature of the Pledgor in such filing offices as shall be necessary or appropriate for the purpose of perfecting or maintaining the perfection of the security interest provided for herein. The Collateral Agent shall give the Pledgor a copy of each filing so made prior thereto or promptly thereafter.

Authorized Action by Collateral Agent. The Pledgor Company hereby irrevocably ------------------------------------- appoints the Collateral Agent as its attorney-attorney- in-fact, coupled with an interest, fact to do (but the Collateral Agent shall not be obligated to and shall incur no liability to the Pledgor Company or any third party for not failure so doing), to do) at the request any time and direction of the Secured Party upon from time to time following the occurrence of an Event of Default at the request and while such direction, given after the occurrence of an Event of Default is continuingDefault, of the Majority Lenders (which request and direction must be in writing if so requested by the Collateral Agent), any act which the Pledgor Company is obligated by this Security Agreement to do, and to exercise such rights and powers as the Pledgor Company might exercise with respect to the Collateral, including 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 and preserve the Collateral; (cd) transfer the Collateral to the Collateral Agent's own or its nominee's name; and (e) make any compromise or (d) sell or otherwise dispose of settlement, and take any other action it deems advisable with respect to the Collateral (provided -------- that nothing in this Section 17 shall limit the power of the Collateral Agent to ---- sell Pledged Securities as provided in this Agreement)Collateral. Notwithstanding anything contained herein, in no event shall the Collateral Agent or the Secured Party be required to make any presentment, demand or protest protest, or give any notice, notice and neither the Collateral Agent nor the Secured Party 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. The Collateral Agent is, and shall at all times continue to be, authorized to file financing statements (and amendments to, and continuation statements in respect of, financing statements) with respect to the Collateral without the signature of the Pledgor in such filing offices as shall be necessary or appropriate for the purpose of perfecting or maintaining the perfection of the security interest provided for herein. The Collateral Agent shall give the Pledgor a copy of each filing so made prior thereto or promptly thereafter.

Authorized Action by Collateral Agent. The Pledgor Company hereby irrevocably ------------------------------------- appoints the Collateral Agent as its attorney-in-fact, coupled with an interest, fact to do (but the Collateral Agent shall not be obligated to and shall incur no liability to the Pledgor Company or any Secured Party or any other third party for not failure so doing), to do) at any time and from time to time at the written request and direction of the Secured Party upon the occurrence of direction, given while an Event of Default and while such Event exists, of Default is continuingthe Required Lenders, any act which the Pledgor Company is obligated by this Security Agreement to do, and to exercise such rights and powers as the Pledgor Company might exercise with respect to the Collateral, including 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) insure, process, service and preserve the Collateral; (c) transfer the Collateral to the Collateral Agent's own or its nominee's name; or and (d) sell make any compromise or otherwise dispose of settlement, and take any other action it deems advisable with respect to the Collateral (provided -------- that nothing in this Section 17 shall limit Collateral. Notwithstanding the power of preceding sentence, the Collateral Agent shall endeavor to ---- sell Pledged Securities take only such actions with respect to the Collateral as provided are consistent with general servicing of such Collateral and in this Agreement)compliance with Federal Agency requirements; provided, however, that the Collateral Agent shall not be liable to the Company for any actions taken by the Collateral Agent absent gross negligence or willful misconduct. Notwithstanding anything contained herein, in no event shall the Collateral Agent or the Secured Party be required to make any presentment, demand or protest protest, or give any notice, and neither the Collateral Agent nor the Secured Party need not take any action to preserve any rights against any prior party or any other person in connection with the Secured Obligations Debt or with respect to the Collateral. The Collateral Agent is, and shall at all times continue to be, authorized to file financing statements (and amendments to, and continuation statements in respect of, financing statements) with respect to the Collateral without the signature of the Pledgor in such filing offices as shall be necessary or appropriate for the purpose of perfecting or maintaining the perfection of the security interest provided for herein. The Collateral Agent shall give the Pledgor a copy of each filing so made prior thereto or promptly thereafter.

Authorized Action by Collateral Agent. The Pledgor Until all Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) have been paid in full, Company hereby irrevocably ------------------------------------- appoints the Collateral Agent as its attorney-in-fact, fact (which appointment is coupled with an interest, to do ) and agrees that Collateral Agent may (but the Collateral Agent shall not be obligated to and shall incur no liability to the Pledgor Company or any third party for not failure so doing), at the request and direction of the Secured Party upon the occurrence of an Event of Default and while such Event of Default is continuing, to do) perform any act which the Pledgor Company is obligated by this Security Agreement to doperform, and to exercise such rights and powers as the Pledgor Company might exercise with respect to the Collateral, 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) preserve 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) transfer the Collateral to the Collateral Agent's own or its nominee's name; or (d) sell or otherwise dispose of the Collateral (provided -------- that nothing in this Section 17 shall limit the power of the Collateral Agent to ---- sell Pledged Securities as provided in this Agreement). Notwithstanding anything contained herein, in no event shall the Collateral Agent or the Secured Party be required to make any presentment, demand compromise or protest or give any noticesettlement, and neither the Collateral Agent nor the Secured Party need take any action to preserve any rights against any prior party or any other person in connection with the Secured Obligations or it deems advisable, with respect to the Collateral. The ; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Company relating to the Collateral; and (f) file UCC financing statements, continuation statements and amendments thereto and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent is, shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall at all times continue to be, authorized to file financing statements (and amendments to, and continuation statements in respect of, financing statements) with respect only exercise such powers during the continuance of an Event of Default. Notwithstanding the grant of authority to the Collateral without Agent to file UCC financing statements, continuation statements and amendments thereto, the signature of the Pledgor in Collateral Agent shall have no duty to make any such filing offices as shall be necessary filings or appropriate for the purpose of perfecting to otherwise take actions to perfect or maintaining maintain the perfection of the security interest provided for herein. The Collateral Agent shall give the Pledgor a copy of each filing so made prior thereto or promptly thereaftergranted hereunder.

Authorized Action by Collateral Agent. The Pledgor Company and each Borrowing Subsidiary each hereby irrevocably ------------------------------------- appoints the Collateral Agent as its attorney-in-fact, coupled with an interest, fact to do (but the Collateral Agent shall not be obligated to and shall incur no liability to the Pledgor Company, any Borrowing Subsidiary or any Secured Party or any other third party for not failure so doing), to do) at any time and from time to time at the written request and direction of the Secured Party upon the occurrence of direction, given while an Event of Default and while such Event exists, of Default is continuingthe Required Lenders or the Majority Debtholders, any act which the Pledgor Company or any Borrowing Subsidiary is obligated by this Security Agreement to do, and to exercise such rights and powers as the Pledgor Company or any Borrowing Subsidiary might exercise with respect to the Collateral, including 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) insure, process, service and preserve the Collateral; (c) transfer the Collateral to the Collateral Agent's own or its nominee's name; or and (d) sell make any compromise or otherwise dispose of settlement, and take any other action it deems advisable with respect to the Collateral (provided -------- that nothing in this Section 17 shall limit Collateral. Notwithstanding the power of preceding sentence, the Collateral Agent shall endeavor to ---- sell Pledged Securities take only such actions with respect to the Collateral as provided are consistent with general servicing of such Collateral and in this Agreement)compliance with Federal Agency requirements; provided, however, that the Collateral Agent shall not be liable to the Company or any Borrowing Subsidiary for any actions taken by the Collateral Agent absent gross negligence or willful misconduct. Notwithstanding anything contained herein, in no event shall the Collateral Agent or the Secured Party be required to make any presentment, demand or protest protest, or give any notice, and neither the Collateral Agent nor the Secured Party need not take any action to preserve any rights against any prior party or any other person in connection with the Secured Obligations Debt or with respect to the Collateral. The Collateral Agent is, and shall at all times continue to be, authorized to file financing statements (and amendments to, and continuation statements in respect of, financing statements) with respect to the Collateral without the signature of the Pledgor in such filing offices as shall be necessary or appropriate for the purpose of perfecting or maintaining the perfection of the security interest provided for herein. The Collateral Agent shall give the Pledgor a copy of each filing so made prior thereto or promptly thereafter.

Authorized Action by Collateral Agent. The Pledgor Company hereby irrevocably ------------------------------------- appoints the Collateral Agent as its attorney-in-fact, fact (which appointment is coupled with an interest, to do ) and agrees that Collateral Agent may perform (but the Collateral Agent shall not be obligated to and shall incur no liability to the Pledgor Company or any third party for not failure so doing), at the request and direction of the Secured Party upon the occurrence of an Event of Default and while such Event of Default is continuing, to do) any act which the Pledgor Company is obligated by this Security Agreement to doperform, and to exercise such rights and powers as the Pledgor Company might exercise with respect to the Collateral, 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) preserve enter into any extension, deposit, or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) transfer the Collateral to the Collateral Agent's own or its nominee's name; or (d) sell or otherwise dispose of the Collateral (provided -------- that nothing in this Section 17 shall limit the power of the Collateral Agent to ---- sell Pledged Securities as provided in this Agreement). Notwithstanding anything contained herein, in no event shall the Collateral Agent or the Secured Party be required to make any presentment, demand compromise or protest or give any noticesettlement, and neither the Collateral Agent nor the Secured Party need take any action to preserve any rights against any prior party or any other person in connection with the Secured Obligations or it deems advisable, with respect to the Collateral. The Collateral Agent is; (d) insure, process and shall at all times continue to be, authorized to preserve the Collateral; and (e) file UCC financing statements (and amendments toexecute other documents, instruments and continuation statements in respect ofagreements required hereunder; provided, financing statements) with respect to the Collateral without the signature of the Pledgor in such filing offices as shall be necessary or appropriate for the purpose of perfecting or maintaining the perfection of the security interest provided for herein. The however, that Collateral Agent shall give not exercise any such powers granted pursuant to subsections (a) through (d) prior to the Pledgor a copy occurrence of each filing so made prior thereto or promptly thereafteran Event of Default and shall only exercise such powers during the continuance of an Event of Default.

Authorized Action by Collateral Agent. The Pledgor Each Grantor hereby irrevocably ------------------------------------- appoints the Collateral Agent as its attorney-in-fact, coupled with an interest, to do (but the Collateral Agent shall not be obligated to and shall incur no liability to the Pledgor Grantors or any third party for not failure so doingto do), at the request and direction of the Secured Party upon the occurrence of Required Lenders at any time while an Event of Default has occurred and while such Event of Default is continuing, any act which the Pledgor that any Grantor is obligated by this Agreement to do, and to exercise such rights and powers as the Pledgor Grantors might exercise with respect to the Collateral, including including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all 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, or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for, the Collateral; (c) insure, process and preserve the Collateral; (cd) transfer the Collateral to the Collateral Agent's own name or its nominee's name; or (de) sell or otherwise dispose of the Collateral (provided -------- that nothing in this Section 17 shall limit the power of the Collateral Agent to ---- sell Pledged Securities Collateral, as provided in this Agreement)Section 13 hereof; (f) take all actions necessary to effect the sale, transfer, or other disposition of the Collateral, including without limitation to submit to FNMA, FHLMC or GNMA a request to effect the sale, transfer, or other disposition of the Collateral, and to execute with FNMA, FHLMC or GNMA a transfer or other agreement or to take any other action contemplated under acknowledgment agreements with FNMA, FHLMC or GNMA; (g) submit to FNMA, FHLMC or GNMA a request to obtain any proceeds and fees otherwise payable to the Grantors upon the termination of any Servicing Contracts; and (h) make any compromise or settlement, and take any other action it deems advisable with respect to the Collateral. Notwithstanding anything contained herein, in no event shall the Collateral Agent or the Secured Party be required to make any presentment, demand or protest protest, or give any notice, and neither the Collateral Agent nor the Secured Party 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. The Collateral Agent is, and shall at all times continue to be, authorized to file financing statements (and amendments to, and continuation statements in respect of, financing statements) with respect to the Collateral without the signature of the Pledgor in such filing offices as shall be necessary or appropriate for the purpose of perfecting or maintaining the perfection of the security interest provided for herein. The Collateral Agent shall give the Pledgor a copy of each filing so made prior thereto or promptly thereafter.

Authorized Action by Collateral Agent. The Pledgor Debtor hereby irrevocably ------------------------------------- appoints the Collateral Agent as its attorney-in-fact, fact (which appointment is coupled with an interest, to do ) and agrees that Collateral Agent may perform (but the Collateral Agent shall not be obligated to and shall incur no liability to the Pledgor Debtor or any third party for not failure so doing), at the request and direction of the Secured Party upon the occurrence of an Event of Default and while such Event of Default is continuing, to do) any act which the Pledgor Debtor is obligated by this Security Agreement to doperform, and to exercise such rights and powers as the Pledgor Debtor might exercise with respect to the Collateral, 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) preserve 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) transfer the Collateral to the Collateral Agent's own or its nominee's name; or (d) sell or otherwise dispose of the Collateral (provided -------- that nothing in this Section 17 shall limit the power of the Collateral Agent to ---- sell Pledged Securities as provided in this Agreement). Notwithstanding anything contained herein, in no event shall the Collateral Agent or the Secured Party be required to make any presentment, demand compromise or protest or give any noticesettlement, and neither the Collateral Agent nor the Secured Party need take any action to preserve any rights against any prior party or any other person in connection with the Secured Obligations or it deems advisable, with respect to the Collateral. The Collateral Agent is; (d) insure, process and shall at all times continue preserve the Collateral; (e) pay any indebtedness of Debtor relating to be, authorized to file the Collateral; and (f) execute UCC financing statements (and amendments toother documents, instruments and continuation statements in respect ofagreements required hereunder; provided, financing statements) with respect to the Collateral without the signature of the Pledgor in such filing offices as shall be necessary or appropriate for the purpose of perfecting or maintaining the perfection of the security interest provided for herein. The however, that Collateral Agent shall give not exercise any such powers granted pursuant to subsections (a) through (c) prior to the Pledgor a copy occurrence of each filing so made prior thereto or promptly thereafteran Event of Default (as defined in the Notes) and shall only exercise such powers during the continuance of an Event of Default.

Authorized Action by Collateral Agent. The Pledgor hereby irrevocably ------------------------------------- appoints the Collateral Agent as its attorney-in-fact, coupled with an interest, to do (but the Collateral Agent shall not be obligated to and shall incur no liability to the Pledgor or any third party for not so doing), at the request and direction of the Required Secured Party Parties upon the occurrence of an Event of Default and while such Event of Default is continuing, any act which the Pledgor is obligated by this Agreement to do, and to exercise such rights and powers as the Pledgor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) preserve the Collateral; (c) transfer the Collateral to the Collateral Agent's own or its nominee's name; or (d) sell or otherwise dispose of the Collateral (provided -------- that nothing in this Section 17 shall limit the power of the Collateral Agent to ---- sell Pledged Securities as provided in this Agreement). Notwithstanding anything contained herein, in no event shall the Collateral Agent or the any Secured Party be required to make any presentment, demand or protest or give any notice, and neither the Collateral Agent nor the any Secured Party need 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. The Collateral Agent is, and shall at all times continue to be, authorized to file financing statements (and amendments to, and continuation statements in respect of, financing statements) with respect to the Collateral without the signature of the Pledgor in such filing offices as shall be necessary or appropriate for the purpose of perfecting or maintaining the perfection of the security interest provided for herein. The Collateral Agent shall give the Pledgor a copy of each filing so made prior thereto or promptly thereafter.