Common use of Protection of Security Interest; Administrative Agent, as Attorney-in-Fact Clause in Contracts

Protection of Security Interest; Administrative Agent, as Attorney-in-Fact. (a) The Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may reasonably be necessary or desirable, or that the Administrative Agent may deem necessary, to perfect, protect, or more fully evidence the security interest granted to the Administrative Agent in the Receivables and the other Collateral, or to enable the Secured Parties to exercise and enforce their rights and remedies hereunder and thereunder; provided, that prior to the declaration of a Termination Event, the Borrower shall in no case be required to xxxxxx a security interest on any Financed Vehicle in favor of the Administrative Agent or other Secured Party. (b) If the Borrower fails to perform any of its obligations hereunder after five Business Days' notice from any Secured Party, such Secured Party may (but shall not be required to) perform, or cause performance of, such obligation; and the reasonable costs and expenses of such Secured Party incurred in connection therewith shall be payable by the Borrower as provided in Article Nine. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent, as its attorney-in-fact to act on behalf of the Borrower, (i) to execute or cause to be executed on behalf of the Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Receivables and the other Collateral and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables and the other Collateral,

Protection of Security Interest; Administrative Agent, as Attorney-in-Fact. (a) The Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may reasonably be necessary or desirable, or that the Administrative Agent may deem necessary, to perfect, protect, or more fully evidence the security interest granted to the Administrative Agent in the Receivables and the other Collateral, or to enable the Secured Parties to exercise and enforce their rights and remedies hereunder and thereunder; provided, that prior to the declaration of a Termination Event, the Borrower shall in no case be required to xxxxxx a security interest on any Financed Vehicle in favor of the Administrative Agent or other Secured Party. (b) If the Borrower fails to perform any of its obligations hereunder after five Business Days' notice from any Secured Party, such Secured Party may (but shall not be required to) perform, or cause performance of, such obligation; and the reasonable costs and expenses of such Secured Party incurred in connection therewith shall be payable by the Borrower as provided in Article Nine. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent, as its attorney-in-fact to act on behalf of the Borrower, (i) to execute or cause to be executed on behalf of the Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Receivables and the other Collateral and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables and the other Collateral,, as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Secured Parties in the Receivables and the other Collateral. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Administrative Agent herein. The Borrower hereby authorizes the filing of financing statements describing the collateral as "all assets of the debtor, whether now owned or existing or hereafter acquired or DB1/ 139452285.4 73 154304283v7 arising and wherever located, and all proceeds and products thereof" or words to that effect. This appointment is coupled with an interest and is irrevocable. Section 3.04.

Protection of Security Interest; Administrative Agent, as Attorney-in-Fact. (a) The Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may reasonably be necessary or desirable, or that the Administrative Agent may deem necessary, to perfect, protect, or more fully evidence the security interest granted to the Administrative Agent in the Receivables and the other Collateral, or to enable the Secured Parties to exercise and enforce their rights and remedies hereunder and thereunder; provided, that prior to the declaration of a Termination Event, the Borrower shall in no case be required to xxxxxx a security interest on any Financed Vehicle in favor of the Administrative Agent or other Secured Party. (b) If the Borrower fails to perform any of its obligations hereunder after five Business Days' notice from any Secured Party, such Secured Party may (but shall not be required to) perform, or cause performance of, such obligation; and the reasonable costs and expenses of such Secured Party incurred in connection therewith shall be payable by the Borrower as provided in Article Nine. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent, as its attorney-in-fact to act on behalf of the Borrower, (i) to execute or cause to be executed on behalf of the Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Receivables and the other Collateral and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables and the other Collateral,, as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Secured Parties in the Receivables and the other Collateral. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Administrative Agent herein. The Borrower hereby authorizes the filing of financing statements describing the collateral as "all assets of the debtor, whether now owned or existing or hereafter acquired or 77

Protection of Security Interest; Administrative Agent, as Attorney-in-Fact. (a) The Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may reasonably be necessary or desirable, or that the Administrative Agent may deem necessary, to perfect, protect, or more fully evidence the security interest granted to the Administrative Agent in the Receivables and the other Collateral, or to enable the Secured Parties to exercise and enforce their rights and remedies hereunder and thereunder; provided, that prior to the declaration of a Termination Event, the Borrower shall in no case be required to xxxxxx a security interest on any Financed Vehicle in favor of the Administrative Agent or other Secured Party. (b) If the Borrower fails to perform any of its obligations hereunder after five Business Days' notice from any Secured Party, such Secured Party may (but shall not be required to) perform, or cause performance of, such obligation; and the reasonable costs and expenses of such Secured Party incurred in connection therewith shall be payable by the Borrower as provided in Article Nine. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent, as its attorney-in-fact to act on behalf of the Borrower, (i) to execute or cause to be executed on behalf of the Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Receivables and the other Collateral and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables and the other Collateral,, as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Secured Parties in the Receivables and the other Collateral. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Administrative Agent herein. The Borrower hereby authorizes the filing of financing statements describing the collateral as "all assets of the debtor, whether now owned or existing or hereafter acquired or 79 149194398v7