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

Authorized Action by the Secured Party. The Debtor hereby irrevocably appoints the Secured Party as its attorney-in-fact (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 Debtor or any third party for failure so to do) any act which the Debtor is obligated by this Agreement to perform, and to exercise such rights and powers as the 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) 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) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process, and preserve the Collateral; (e) pay any indebtedness of the Debtor relating to the Collateral; and (f) 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 subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Debtor agrees to reimburse the Secured Party upon demand for any reasonable costs and expenses, including attorneys’ fees, the Secured Party may incur while acting as the Debtor’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 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. The 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 (which appointment fact, so long as an Event of Default has occurred and 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 Debtor or any third party for failure so to do) any act which the Debtor is obligated by this Agreement to performcontinuing, and to exercise such rights and powers as the Debtor might exercise with respect to the Collateralpowers, including the right to: without limitation: (ai) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; ; (bii) 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; ; (ciii) 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 (dvi) insure, process, and preserve the Collateral; (e) pay to notify any indebtedness of the Debtor relating account debtor on any Collateral to the Collateral; and (f) 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 make payment directly to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Debtor agrees to reimburse the Secured Party upon demand for any reasonable costs and expenses, including attorneys’ fees, the Secured Party may incur while acting as the Debtor’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 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. The Debtor hereby irrevocably appoints the Secured Party as its attorney-in-fact (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 Debtor or any third party for failure so to do) any act which the Debtor is obligated by this Agreement to perform, and to exercise such rights and powers as the 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, 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) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process, process and preserve the Collateral; (e) pay any indebtedness of the Debtor relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments, instruments and agreements required hereunder; provided, however, that the Secured Party shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Debtor agrees to reimburse the Secured Party upon demand for any reasonable costs and expenses, including attorneys’ fees, the Secured Party may incur while acting as the Debtor’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 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. The Debtor Company hereby irrevocably appoints the Secured Party as its attorney-in-fact (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 Debtor Company or any third party for failure so to do) any act which the Debtor Company is obligated by this Agreement to perform, and to exercise such rights and powers as the Debtor Company might exercise with respect to the Collateral, including 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; ; (cb) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; ; (dc) insure, process, process and preserve the Collateral; ; (ed) pay any indebtedness of the Debtor Company relating to the Collateral; and and (fe) file UCC financing statements and execute other documents, instruments, instruments and agreements required hereunder; provided, however, that the Secured Party shall not exercise any such powers granted pursuant to subsections (a) through (ed) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Debtor Company agrees to reimburse the Secured Party upon demand for any reasonable costs and expenses, including attorneys’ fees, the Secured Party may incur while acting as the DebtorCompany’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 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. The Debtor (a) After the occurrence and during the continuance of any “Event of Default” (as defined below), the Obligor hereby irrevocably appoints the Secured Party as its attorney-in-fact (which appointment is coupled with an interest) and agrees that the Secured Party may perform to do (but the Secured Party shall not be obligated to and shall not incur no any liability to the Debtor Borrower or Obligor or any third party for failure so to do) any act which the Debtor Borrower or Obligor is obligated by this Agreement to performdo, and to exercise such rights and powers as the Debtor Borrower might exercise with respect to the Collateral, including including, without limitation, the right to: (ai) collect Transfer the ownership of the Collateral to the Secured Party or its nominee; (ii) Collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (biii) enter Enter into any extension, reorganization, deposit, merger, consolidation deposit or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for for, the Collateral; (civ) make Process and preserve the Collateral; and (v) Make any compromise reasonable compromise, settlement or settlementadjustment, and take any action it deems advisable, with respect to the Collateral;Collateral without notice to the Borrower. (db) insure, process, and preserve the Collateral; (e) pay any indebtedness of the Debtor relating to the Collateral; and (f) 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 subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Debtor Obligor agrees to reimburse the Secured Party upon demand for any reasonable costs and expenses, including reasonable attorneys’ fees, the Secured Party may incur while acting as the DebtorBorrower’s attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations. Obligations secured hereby and are payable upon demand. (c) 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 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. (d) All the foregoing powers authorized herein, being coupled with an interest, are irrevocable so long as any Obligations are outstanding.