Common use of Power of Attorney; Further Assurances Clause in Contracts

Power of Attorney; Further Assurances. (a) The Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bxxx, bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receive payment of, give receipt for, compromise, settle and sxx for monies due in respect of the Collateral; (v) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; to notify, or to require the Company to notify, Account Debtors to make payment directly to the Secured Party or to an account designated by the Secured Party and adjust, settle or compromise the amount of payment of any Account; and (vi) generally, to do, at the option of the Secured Party, and at the Company’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement and the Debenture, all as fully and effectually as the Company might or could do; and the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. (b) On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, in the proper filing and recording places in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule B, attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest in all the Collateral. (c) The Company hereby irrevocably appoints the Secured Party as the Company’s attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company, from time to time in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Company where permitted by law.

Power of Attorney; Further Assurances. (a) The Company Pledgor authorizes the Secured Party, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as the CompanyPledgor’s true and lawful attorney-in-fact, with powerpower (but not the obligation), in its own name or in the name of the Company, toSecured Party or the Pledgor, after the occurrence and during the continuance of an Event of Default, (i) to endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party, provided that any and all rights in respect of Distributions may be exercised immediately and without regard to an Event of Default; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx xxxx of lading, storage or warehouse receipts, drafts against debtorsPledgor, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receive payment of, give receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; and (v) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; to notify, or to require the Company to notify, Account Debtors to make payment directly to the Secured Party or to an account designated by the Secured Party and adjust, settle or compromise the amount of payment of any Account; and (vi) generally, to do, at the option of the Secured Party, and at the Company’s expenseexpense of the Pledgor, at any time, or from time to time, all acts and things which the Secured Party deems deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement and the Debenture, Note all as fully and effectually as the Company Pledgor might or could do; and the Company Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. (b) On a continuing basis, the Company Pledgor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule B, B attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured Securelyd Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected first priority security interest in all the CollateralCollateral under the UCC. (c) The Company Pledgor hereby irrevocably appoints the Secured Party as the CompanyPledgor’s attorney-in-fact, with full authority in the place and stead instead of the Company Pledgor and in the name of the CompanyPledgor, from time to time in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Company Pledgor where permitted by law.

Power of Attorney; Further Assurances. (a) The Company Pledgor authorizes the Secured Party, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as the CompanyPledgor’s true and lawful attorney-in-fact, with powerpower (but not the obligation), in its own name or in the name of the Company, toSecured Party or the Pledgor, after the occurrence and during the continuance of an Event of Default, (i) to endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party, provided that any and all rights in respect of Distributions may be exercised immediately and without regard to an Event of Default; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx xxxx of lading, storage or warehouse receipts, drafts against debtorsPledgor, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receive payment of, give receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; and (v) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; to notify, or to require the Company to notify, Account Debtors to make payment directly to the Secured Party or to an account designated by the Secured Party and adjust, settle or compromise the amount of payment of any Account; and (vi) generally, to do, at the option of the Secured Party, and at the Company’s expenseexpense of the Pledgor, at any time, or from time to time, all acts and things which the Secured Party deems deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement and the Debenture, Note all as fully and effectually as the Company Pledgor might or could do; and the Company Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. (b) On a continuing basis, the Company Pledgor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule B, B attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected first priority security interest in all the CollateralCollateral under the UCC. (c) The Company Pledgor hereby irrevocably appoints the Secured Party as the CompanyPledgor’s attorney-in-fact, with full authority in the place and stead instead of the Company Pledgor and in the name of the CompanyPledgor, from time to time in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Company Pledgor where permitted by law.