Common use of Authorized Action by the Secured Party Clause in Contracts

Authorized Action by the Secured Party. At any time, Debtor -------------------------------------- hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of the Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, the Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure to take any act which Debtor is obligated by this Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints the Secured Party as its attorney-in-fact, so long as an Event of Default has occurred and is continuing, to exercise such rights and powers, including without limitation: (i) 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; (ii) 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; (iii) insure, process and preserve the Collateral; (iv) transfer the Collateral to its own or its nominee's name; (v) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (vi) to notify any account debtor on any Collateral to make payment directly to the Secured Party.

Authorized Action by the Secured Party. At any time, Debtor -------------------------------------- hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of the Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, the Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure to take any act which Debtor is obligated by this Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor The Company hereby irrevocably appoints the Secured Party as its attorney-in-factfact (which appointment is coupled with an interest) and agrees that the Secured Party may perform (but the Secured Party shall not be obligated to and shall incur no liability to the Company or any third party for failure so to do) any act which the Company is obligated by this Agreement to perform, so long as an Event of Default has occurred and is continuing, to exercise such rights and powerspowers as the Company might exercise with respect to the Collateral, including without limitation: the right to (i) 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; (iia) 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; (iii) insure, process and preserve the Collateral; (iv) transfer the Collateral to its own or its nominee's name; (vb) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (c) insure, process and preserve the Collateral; (d) pay any indebtedness of the Company relating to the Collateral; and (vie) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that the Secured Party shall not exercise any such powers granted pursuant to notify subsections (a) through (d) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Company agrees to reimburse the Secured Party upon demand for any account debtor on any reasonable costs and expenses, including attorneys’ fees, the Secured Party may incur while acting as the Company’s attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations. It is further agreed and understood between the parties hereto that such care as the Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral to make payment directly to when in the Secured Party’s possession; provided, however, that the 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 in connection with the Obligations or with respect to the Collateral.

Authorized Action by the Secured Party. At any time, Debtor hereby -------------------------------------- hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of the Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, the Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure to take any act which Debtor is obligated by this Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints the Secured Party as its attorney-in-fact, so long as an Event of Default has occurred and is continuing, to exercise such rights and powers, including without limitation: (i) 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; (ii) 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; (iii) insure, process and preserve the Collateral; (iv) transfer the Collateral to its own or its nominee's name; (v) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (vi) to notify any account debtor on any Collateral to make payment directly to the Secured Party.