Common use of Rights of Secured Party; Power of Attorney Clause in Contracts

Rights of Secured Party; Power of Attorney. The Debtor hereby ------------------------------------------ irrevocably constitutes and appoints the Secured Party and any officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in its name, from time to time in the Secured Party's discretion for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, the Debtor hereby gives the Secured Party the power and right, on behalf of the Debtor, after an Event of Default shall have occurred and so long as the same shall be continuing, and without notice to or assent by the Debtor, to do the following: 8.1 to receive payment of, endorse, and receipt for, any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of the Collateral; 8.2 to commence and prosecute any suits, actions or proceeding at law or in equity in any court of competent jurisdiction to collect any of the Collateral and to enforce any other right in respect of the Collateral; 8.3 to settle, compromise or adjust any suit, action or proceeding described above, and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; and 8.4 generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect or preserve the Collateral and the Secured Party's security interest and rights therein in order to effect the intent of this Agreement, all as fully and effectively as the Debtor might do. The Debtor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest will be irrevocable and shall terminate only upon payment in full of the Obligations and the termination of this Agreement. The powers conferred upon the Secured Party hereunder are solely to protect the Secured Party's interests in the Collateral and will not impose any duty upon it to exercise any such powers. The Secured Party will have no obligation to preserve any rights of any third parties in the Collateral. The Secured Party will be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents will be responsible to the Debtor for any action taken or omitted to be taken in good faith or in reliance on the advice of counsel except for its own gross negligence or willful misconduct.

Rights of Secured Party; Power of Attorney. The Debtor hereby ------------------------------------------ irrevocably constitutes and appoints the Secured Party and any officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in its name, from time to time in the Secured Party's discretion discretion, for the purpose of carrying out the terms of this Agreement, to take any and all commercially reasonable and appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, the Debtor hereby gives the Secured Party the power and right, on behalf of the Debtor, after during an Event of Default shall have occurred and so long as the same shall be continuingDefault, and without notice to or assent by the Debtor, to do the following: 8.1 14.1 to receive payment of, endorse, and receipt for, any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of the Collateral; 8.2 14.2 to commence and prosecute any suits, actions or proceeding at law or in equity in any court of competent jurisdiction to collect any of the Collateral and to enforce any other right in respect of the Collateral; 8.3 14.3 to settle, compromise or adjust any suit, action or proceeding described above, and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; and 8.4 14.4 generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect or preserve the Collateral and the Secured Party's security interest and rights therein in order to effect the intent of this Agreement, all as fully and effectively as the Debtor might do. The Debtor hereby ratifies all that such attorneys shall will lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest interest, will be irrevocable and shall will terminate only upon payment in full of the Obligations and the termination of this Agreement. The powers conferred upon the Secured Party hereunder are solely to protect the Secured Party's interests in the Collateral and will not impose any duty upon it to exercise any such powers. The Secured Party will have no obligation to preserve any rights of any third parties in the Collateral. The Secured Party will be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents will be responsible to the Debtor for any action taken or omitted to be taken in good faith or in reliance on the advice of counsel except for its own gross negligence or willful misconduct.

Rights of Secured Party; Power of Attorney. The Debtor hereby ------------------------------------------ irrevocably constitutes and appoints the Secured Party and any officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in its name, from time to time in the Secured Party's discretion for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, the Debtor hereby gives the Secured Party the power and right, on behalf of the Debtor, after an Event of Default shall have occurred and so long as the same shall be continuing, and without notice to or assent by the Debtor, to do the following: 8.1 7.1 to receive payment of, endorse, and receipt for, any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of the Collateral; 8.2 7.2 to commence and prosecute any suits, actions or proceeding at law or in equity in any court of competent jurisdiction to collect any of the Collateral and to enforce any other right in respect of the Collateral; 8.3 7.3 to settle, compromise or adjust any suit, action or proceeding described above, and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; and 8.4 7.4 generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though without regard to any interest the Secured Party were Debtor may have in the absolute owner thereof Collateral pursuant to the Lease Agreement for all purposes, and to do, at the Secured Party's option, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect or preserve the Collateral and the Secured Party's security interest and rights therein in order to effect the intent of this Agreement, all as fully and effectively as the Debtor might do. The Debtor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest will be irrevocable and shall terminate only upon payment in full of the Obligations and the termination of this Agreement. The powers conferred upon the Secured Party hereunder are solely to protect the Secured Party's interests in the Collateral and will not impose any duty upon it to exercise any such powers. The Secured Party will have no obligation to preserve any rights of any third parties in the Collateral. The Secured Party will be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents will be responsible to the Debtor for any action taken or omitted to be taken in good faith or in reliance on the advice of counsel except for its own gross negligence or willful misconduct.

Rights of Secured Party; Power of Attorney. The Debtor hereby ------------------------------------------ irrevocably constitutes and appoints the Secured Party and any officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in its name, from time to time in the Secured Party's discretion discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, the Debtor hereby gives the Secured Party the power and right, on behalf of the Debtor, after an Event of Default shall have occurred and so long as the same shall be continuingDefault, and without notice to or assent by the Debtor, to do the following: 8.1 14.1 to receive payment of, endorse, and receipt for, any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of the Collateral; 8.2 14.2 to commence and prosecute any suits, actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect any of the Collateral and to enforce any other right in respect of the Collateral; 8.3 14.3 to settle, compromise or adjust any suit, action or proceeding described above, and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; and 8.4 14.4 generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect or preserve the Collateral and the Secured Party's security interest and rights therein in order to effect the intent of this Agreement, all as fully and effectively as the Debtor might do. The Debtor hereby ratifies all that such attorneys shall in fact may lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest interest, will be irrevocable and shall will terminate only upon payment in full of the Obligations and the termination of this Agreement. The powers conferred upon the Secured Party hereunder are solely to protect the Secured Party's interests in the Collateral and will not impose any duty upon it to exercise any such powers. The Secured Party will have no obligation to preserve any rights of any third parties in the Collateral. The Secured Party will be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents will be responsible to the Debtor for any action taken or omitted to be taken in good faith or in reliance on the advice of counsel except for its own gross negligence or willful misconduct.

Rights of Secured Party; Power of Attorney. The Debtor hereby ------------------------------------------ irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead name of the Debtor or in its own name, from time to time in upon the Secured Party's discretion for the purpose occurrence of carrying out the terms an uncured Event of this AgreementDefault, to take any and all appropriate action and to execute any and all documents and instruments which may be Secured Party at any time and from time to time deems necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, the Debtor hereby gives the Secured Party the power and right, right on behalf of Debtor and in its own name to do any of the Debtorfollowing, after upon the occurrence of an Event of Default shall have occurred and so long as Default, without the same shall be continuing, and without notice to or assent by the consent of Debtor, to do the following: 8.1 (a) to demand, sxx for, collect, or receive in the name of Debtor or in its own name, any money or property at any time payable or receivable on account of or in exchange for any of the Collateral and, in connection therewith, endorse checks, notes, drafts, acceptances, money orders, documents of title, or any other instruments for the payment of money under the Collateral or any policy of insurance; (b) to pay or discharge taxes, liens, security interests, or other encumbrances levied or placed on or threatened against the Collateral; (c) to send requests for verification to account debtors and other obligors; (i) to direct account debtors and any other parties liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder directly to Secured Party or as Secured Party shall direct; (ii) to receive payment of, endorse, of and receipt for, for any and all monies, claims claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (iii) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, proxies, stock powers, verifications, and notices in connection with accounts and other documents relating to the Collateral; 8.2 ; (iv) to commence and prosecute any suits, actions or proceeding at law or in equity in any court of competent jurisdiction to collect exchange any of the Collateral and to enforce for other property upon any merger, consolidation, reorganization, recapitalization, or other right in respect readjustment of the Collateral; 8.3 to settle, compromise or adjust any suit, action or proceeding described above, issuer thereof and, in connection therewith, to give deposit any of the Collateral with any committee, depositary, transfer agent, registrar, or other designated agency upon such discharges or releases terms as the Secured Party may deem appropriatedetermine; and 8.4 generally (v) to insure, and to make, settle, compromise, or adjust claims under any insurance policy covering any of the Collateral; and (vi) to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's optionoption and Debtor's expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve, or preserve realize upon the Collateral and the Secured Party's security interest and rights therein in order to effect the intent of this Agreement, all as fully and effectively as the Debtor might do. The Debtor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereoftherein. This power of attorney is a power coupled with an interest will be irrevocable and shall terminate only upon payment in full be irrevocable. Secured Party shall be under no duty to exercise or withhold the exercise of any of the Obligations rights, powers, privileges, and the termination of options expressly or implicitly granted to Secured Party in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The powers conferred upon the Secured Party hereunder are solely to protect the Secured Party's interests shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in the Collateral and will not impose any duty upon it to exercise any such powersits individual capacity or in its capacity as attorney-in-fact except acts or omissions resulting from its willful misconduct. The This power of attorney is conferred on Secured Party will have no obligation to preserve any rights of any third parties protect, preserve, and realize upon its security interest in the Collateral. The Secured Party will shall not be accountable only responsible for amounts that it actually receives as a result any decline in the value of the exercise of such powersCollateral and shall not be required to take any steps to preserve rights against prior parties or to protect, and neither it nor preserve, or maintain any of its officers, directors, employees security interest or agents will be responsible lien given to secure the Debtor for any action taken or omitted to be taken in good faith or in reliance on the advice of counsel except for its own gross negligence or willful misconductCollateral.

Rights of Secured Party; Power of Attorney. The Debtor Dealer hereby ------------------------------------------ irrevocably constitutes and appoints the Secured Party and any officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Debtor Dealer or in its name, from time to time in the Secured Party's discretion discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, the Debtor Dealer hereby gives the Secured Party the power and right, on behalf of the DebtorDealer, after an Event of Default shall have occurred and so long as the same shall be continuingDefault, and without notice to or assent by the DebtorDealer, to do the following: 8.1 26.1 to receive payment of, endorse, and receipt for, any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of the Collateral; 8.2 26.2 to commence and prosecute any suits, actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect any of the Collateral and to enforce any other right in respect of the Collateral; 8.3 26.3 to settle, compromise or adjust any suit, action or proceeding described above, and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; and 8.4 26.4 generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect or preserve the Collateral and the Secured Party's security interest and rights therein in order to effect the intent of this Agreement, all as fully and effectively as the Debtor Dealer might do. The Debtor Dealer hereby ratifies all that such attorneys shall in fact may lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest interest, will be irrevocable and shall will terminate only upon payment in full of the Obligations and the termination of this Agreement. The powers conferred upon the Secured Party hereunder are solely to protect the Secured Party's interests in the Collateral and will not impose any duty upon it to exercise any such powers. The Secured Party will have no obligation to preserve any rights of any third parties in the Collateral. The Secured Party will be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents will be responsible to the Debtor Dealer for any action taken or omitted to be taken in good faith or in reliance on the advice of counsel except for its own gross negligence or willful misconduct.