Common use of Agency; Action by Secured Party Clause in Contracts

Agency; Action by Secured Party. Each Lender hereby appoints the Secured Party as its agent hereunder with respect to the Collateral and the creation, perfection, priority, preservation, protection and enforcement of a security interest therein in accordance with the terms of this Agreement. Each Lender hereby authorizes the Secured Party to take such actions with respect to the Collateral, for the pro-rata benefit of the Lenders in accordance with Section 9, as the Secured Party determines to take in its sole discretion, and each Lender agrees to indemnify and hold harmless the Secured Party for all costs, claims or expenses (including without limitation attorneys' fees and expenses) in connection with such actions taken or omitted to be taken, except to the extent resulting from the gross negligence or willful misconduct of Secured Party. The Secured Party shall provide prompt notice of any material action under this Agreement to the Lenders.