Common use of Appointment of Secured Party Clause in Contracts

Appointment of Secured Party. Each of the Holders hereby irrevocably appoints Secured Party as its agent and authorizes Secured Party to take such actions on its behalf, and to exercise such powers as are delegated to Secured Party by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Secured Party shall have the same rights and powers in its capacity as a Holder as any other Holder and may exercise the same as though it were not Secured Party. Secured Party shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) Secured Party shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) Secured Party shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated herein, and (c) except as expressly set forth herein, Secured Party shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Maker or any of its affiliates that is communicated to or obtained by Secured Party in any capacity. Secured Party shall not be liable for any action taken or not taken by it with the consent or at the request of the Holders. Secured Party shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to Secured Party by Maker or another Holder, and Secured Party shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection herewith or pursuant to any Note, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Note, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any Note, (iv) the validity, enforceability, effectiveness or genuineness hereof or of any Note or any other agreement, instrument or document, (v) the creation, perfection or priority of liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth herein or elsewhere in any Note. Secured Party shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. Secured Party also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper person, and shall not incur any liability for relying thereon. Secured Party may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Appointment of Secured Party. as each Debtor's Attorney-in-Fact. Each of the Holders Debtor hereby irrevocably designates, makes, constitutes and appoints Secured Party (and all officers, employees and agents designated by Secured Party) as its agent such Debtor's true and lawful attorney-in-fact, and authorizes Secured Party Party, in such Debtor's or Secured Party's name, following the occurrence and during the continuance of a default by any Debtor under this Agreement or a Default, to: (i) demand payment of any Tax Account or any other Collateral; (ii) enforce payment of any Tax Account or any other Collateral by legal proceedings or otherwise; (iii) exercise all of such Debtor's rights and remedies with respect to take proceedings brought with respect to any Tax Account or any other Collateral; (iv) settle, adjust, compromise, extend or renew any Tax Account or any other Collateral; (v) discharge and release any Tax Account or any other Collateral; (vi) prepare, file and sign such actions Debtor's name on its behalfany Tax Document or other similar document; (vii) notify the post office authorities to change the address for delivery of such Debtor's mail to an address designated by Secured Party, and open and deal with all mail addressed to exercise such powers as Debtor; (viii) take control in any manner of any item of payment or proceeds with respect to any of the Collateral; (ix) endorse such Debtor's name upon any items of payment or proceeds with respect to any of the Collateral and deposit the same in Secured Party's account on account of the obligations of any one or more of the Debtors under this Agreement or the other Obligations; (x) endorse such Debtor's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Tax Account or any other Collateral; and (xi) do all acts and things which are delegated necessary, in Secured Party's sole discretion, to fulfill each Debtor's obligations under this Agreement. If Secured Party by undertakes to collect the terms hereofCollateral from any taxing authority, together with such actions and powers as are reasonably incidental thereto. then Secured Party shall have will proceed in a commercially reasonable manner to the same rights and powers in its capacity as a Holder as any other Holder and may exercise the same as though it were not Secured Party. Secured Party shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) Secured Party shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) Secured Party shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated herein, and (c) except as expressly set forth herein, Secured Party shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Maker or any of its affiliates that is communicated to or obtained extent required by Secured Party in any capacity. Secured Party shall not be liable for any action taken or not taken by it with the consent or at the request of the Holders. Secured Party shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to Secured Party by Maker or another Holder, law and Secured Party shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection herewith or pursuant to any Note, (ii) the contents may deduct its reasonable expenses of any certificate, report or other document delivered hereunder or in connection with any Note, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any Note, (iv) the validity, enforceability, effectiveness or genuineness hereof or of any Note or any other agreement, instrument or document, (v) the creation, perfection or priority of liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth herein or elsewhere in any Note. Secured Party shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. Secured Party also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper person, and shall not incur any liability for relying thereon. Secured Party may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of realization from any such counsel, accountants or expertscollections.