Secured Party's Appointment as Attorney. in-Fact. (a) CNSI hereby irrevocably constitutes and appoints Secured Party and any officer or agent thereof, with full power or substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of CNSI and in the name of CNSI or in its own name, from time to time in Secured Party's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Security Agreement. (b) Secured Party agrees that, except as upon the occurrence and during the continuation of an Event of Default, it will forebear from exercising the power of attorney or any rights granted to Secured Party pursuant to this Section 8. CNSI hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 8 is a power coupled with any interest and shall be irrevocable until the Obligations are indefeasibly paid in full. (c) CNSI also authorizes Secured Party, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, (i) to communicate in its own name with any party to any contract or agreement which is part of the collateral hereunder with regard to the assignment of the right, title and interest of CNSI in and under such contracts and agreements and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.
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Samples: Collaborative Research, Development and Marketing Agreement (Cambridge Neuroscience Inc), Collaborative Research, Development and Marketing Agreement (Cambridge Neuroscience Inc), Credit Agreement (Cambridge Neuroscience Inc)