Common use of Authorized Action by Secured Party Clause in Contracts

Authorized Action by Secured Party. Debtor hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure to take any action which Debtor is obligated by this Security Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact to exercise such rights and powers, including without limitation, to (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorse, receive and receipt for all dividends, interest, payments, proceeds, and other sums and property now or hereafter payable on or on account of the Collateral; (c) enter into any extension, reorganization, deposit, merger, consolidation, or other agreement pertaining to, or deposit, surrender, accept, hold, or apply other property in exchange for the Collateral; (d) insure, process, and preserve the Collateral; (e) transfer the Collateral to its own or its nominee’s name; (f) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (g) notify any Account Debtor on any Collateral to make payment directly to Secured Party.

Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment is coupled with an interest) and agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, may perform (but Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure so to take do) any action act which Debtor is obligated by this Security Agreement to do perform, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact to exercise such rights and powers, including without limitation, the right to (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cb) enter into any extension, reorganization, deposit, merger, consolidation, or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (d) insure, process, and preserve the Collateral; (e) transfer the Collateral to its own or its nominee’s name; (fc) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; and (ge) notify execute UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Secured Party shall not exercise any Account such powers granted pursuant to subsections (a) through (c) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. Debtor on agrees to reimburse Secured Party upon demand for any reasonable costs and expenses, including attorneys' fees, Secured Party may incur while acting as Debtor's attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations. It is further agreed and understood between the parties hereto that such care as Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral to make payment directly to when in Secured Party's possession.

Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment is coupled with an interest) and agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, may perform (but Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure so to take do) any action act which Debtor is obligated by this Security Agreement to do perform, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact to exercise such rights and powers, including without limitation, the right to (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cb) enter into any extension, reorganization, deposit, merger, consolidation, or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (d) insure, process, and preserve the Collateral; (e) transfer the Collateral to its own or its nominee’s name; (fc) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; and (ge) notify execute PPSA financing statements, financing change statements and other documents, instruments and agreements required hereunder; provided, however, that Secured Party shall not exercise any Account such powers granted pursuant to subsections (a) through (c) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. Debtor agrees to reimburse Secured Party upon demand for any reasonable costs and expenses, including legal fees and costs (calculated on any a solicitor and client basis), Secured Party may incur while acting as Debtor's attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations. It is further agreed and understood between the parties hereto that such care as Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral to make payment directly to when in Secured Party's possession.

Authorized Action by Secured Party. Debtor hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure to take any action which Debtor is obligated by this Security Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor Borrower hereby irrevocably appoints Secured Party as its attorney-in-fact to do (but Secured Party shall not be obligated to and shall incur no liability to Borrower or any third party for failure so to do) any act which Borrower is obligated by this Security Agreement to do, and to exercise such rights and powerspowers as Borrower might exercise with respect to the Collateral, including including, without limitation, the right to (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cb) enter into any extension, reorganization, deposit, merger, consolidation, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (dc) insure, process, process and preserve the Collateral; (ed) transfer the Collateral to its own or its nominee’s 's name; and (fe) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral. Borrower agrees to reimburse Secured Party upon demand for any costs and expenses, including, without limitation, attorneys' fees, Secured Party may incur while acting as Borrower's attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations secured hereby. It is further agreed and understood between the parties hereto that such care as Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Secured Party's possession; and (g) notify any Account Debtor on any Collateral provided, however, that Secured Party shall not be required to make payment directly any presentment, demand or protest, or give any notice and need not take any action to Secured Partypreserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Secured Party. Debtor hereby agrees that from time irrevocably appoints Secured Party, effective on the occurrence and continuance of an Event of Default (as defined below), as its attorney-in-fact to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of do (but Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, Secured Party may, but shall not be obligated to do and shall incur no liability to Debtor or any third party for failure to take do) any action act which Debtor is obligated by this Security Agreement to do do, and to (a) exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact to exercise such rights and powersincluding, including without limitation, the right to (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cb) enter into any extension, reorganization, deposit, merger, consolidation, privileges or other agreement options pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for for, Collateral; (c) insure, process and preserve the Collateral; (d) insure, process, and preserve the Collateral; (e) transfer the Collateral to its Secured Party’s own name or its nominee’s namethe name of a nominee of Secured Party; and (fe) make any compromise or settlement, and take any action it deems advisable, with respect to Collateral. Debtor agrees to reimburse Secured Party on demand for any costs and expenses, including, without limitation, attorneys’ fees, Secured Party may incur while acting as Debtor’s attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations. It is further agreed that such care as Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Secured Party’s possession; provided, however, that Secured Party shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral; and (g) notify any Account Debtor on any Collateral to make payment directly to Secured Party.

Authorized Action by Secured Party. Debtor The Company hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party the Agent with respect to the Collateral, the obligations of the Debtor Company hereunder or the Obligations, Secured Party the Agent may, but shall not be obligated to and shall incur no liability to Debtor the Company, any Lender or any third party for failure to to, take any action which Debtor the Company is obligated by this Security Stock Pledge Agreement to do and to exercise such rights and powers as Debtor the Company might exercise with respect to the Collateral, and Debtor the Company hereby irrevocably appoints Secured Party the Agent as its attorney-in-fact to exercise such rights and powers, including without limitation, to to: (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cb) enter into any extension, reorganization, deposit, merger, consolidation, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (dc) insure, process, process and preserve the Collateral; (ed) transfer the Collateral to its own or its nominee’s 's name; (fe) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (gf) notify any Account Debtor obligor on any Collateral to make payment directly to Secured Partythe Agent. The Company hereby grants to the Agent for the benefit of the Lenders an exclusive, irrevocable power of attorney, with full power and authority in the place and stead of the Company to take all such action permitted under this Paragraph 6.

Authorized Action by Secured Party. Debtor (a) Pledgor hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party with respect to the Collateral, the obligations of the Debtor Pledgor hereunder or the Obligations, Secured Party may, but shall not be obligated to and shall incur no liability to Debtor Pledgor or any third party for failure to take any action act which Debtor Pledgor is obligated by this Security Pledge Agreement to do and to do, during the existence of an Event of Default, exercise such rights and powers as Debtor Pledgor might exercise with respect to the Collateral, and Debtor Pledgor hereby irrevocably appoints Secured Party as its attorney-in-fact to to, during the existence of an Event of Default, exercise such rights and powers, including without limitation, to : (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (bi) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cii) enter into any extension, reorganization, deposit, merger, consolidation, consolidation or other agreement pertaining topertaining, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (diii) insure, process, process and preserve the Collateral; (eiv) transfer the Collateral to its own or its nominee’s 's name; (fv) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (gvi) to notify any Account Debtor account pledgor on any Collateral to make payment directly to Secured Party.

Authorized Action by Secured Party. Debtor The Borrower hereby agrees that that, from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party the Lender with respect to the Collateral, the obligations of the Debtor Borrower hereunder or of the Obligations, Secured Party the Lender may, but shall not be obligated to and shall incur no liability to Debtor the Borrower or any third party for failure to to, take any action which Debtor the Borrower is obligated by this Security Stock Pledge Agreement to do and to exercise such rights and powers as Debtor the Borrower might exercise with respect to the Collateral, and Debtor the Borrower hereby irrevocably appoints Secured Party the Lender as its attorney-in-fact to exercise such rights and powers, including including, without limitation, to to: (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cb) enter into any extension, reorganization, deposit, merger, consolidation, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (dc) insure, process, process and preserve the Collateral; (ed) transfer the Collateral to its own or its nominee’s 's name; (fe) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (gf) notify any Account Debtor obligor on any Collateral to make payment directly to Secured Partythe Lender. The Borrower hereby grants to the Lender and exclusive, irrevocable power of attorney, with full power and authority in the place and stead of the Borrower to take all such action permitted under this Paragraph 5.

Authorized Action by Secured Party. Debtor (a) Pledgor hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party with respect to the Collateral, the obligations of the Debtor Pledgor hereunder or the Obligations, Secured Party may, but shall not be obligated to and shall incur no liability to Debtor Pledgor or any third party for failure to take any action act which Debtor Pledgor is obligated by this Security Pledge Agreement to do and to do, during the existence of an Event of Default, exercise such rights and powers as Debtor Pledgor might exercise with respect to the Collateral, and Debtor Pledgor hereby irrevocably appoints Secured Party as its attorney-in-fact to to, during the existence of an Event of Default, exercise such rights and powers, including without limitation, to : (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (bi) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cii) enter into any extension, reorganization, deposit, merger, consolidation, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (diii) insure, process, process and preserve the Collateral; (eiv) transfer the Collateral to its own or its nominee’s 's name; (fv) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (gvi) to notify any Account Debtor account pledgor on any Collateral to make payment directly to Secured Party.

Authorized Action by Secured Party. Debtor hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure to take any action act which Debtor is obligated by this Security Agreement to do and to do, during the existence of an Event of Default, exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact to to, during the existence of an Event of Default, exercise such rights and powers, including without limitation, to : (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (bi) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cii) enter into any extension, reorganization, deposit, merger, consolidation, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (diii) insure, process, process and preserve the Collateral; (eiv) transfer the Collateral to its own or its nominee’s 's name; (fv) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (gvi) to notify any Account account Debtor on any Collateral to make payment directly to Secured Party.

Authorized Action by Secured Party. Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment is coupled with an interest) and agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, may perform (but Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure so to take do) any action act which Debtor is obligated by this Security Agreement to do perform, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact to exercise such rights and powers, including without limitation, the right to (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cb) enter into any extension, reorganization, deposit, merger, consolidation, or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (d) insure, process, and preserve the Collateral; (e) transfer the Collateral to its own or its nominee’s name; (fc) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; and (ge) notify execute PPSA financing statements, financing change statements and other documents, instruments and agreements required hereunder; provided, however, that Secured Party shall not exercise any Account such powers granted pursuant to subsections (a) through (c) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. Debtor agrees to reimburse Secured Party upon demand for any reasonable costs and expenses, including legal fees and costs (calculated on any a solicitor and client basis, Secured Party may incur while acting as Debtor's attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations. It is further agreed and understood between the parties hereto that such care as Secured Party gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral to make payment directly to when in Secured Party's possession.

Authorized Action by Secured Party. Debtor hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, Secured Party may, but shall not be obligated to and shall incur no liability to Debtor or any third party for failure to take any action which Debtor is obligated by this Security Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor The Pledgors hereby irrevocably appoints Secured Party as its appoint Pledgee the attorney-in-fact of the Pledgors for the purpose of carrying out the security provisions of this Agreement and taking any action and executing any instrument that the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement. If an event of default occurs, or is continuing, Pledgee shall have the right to exercise such the following rights and powers, including without limitation, to : (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect Collect by legal proceedings or otherwise and indorse, endorse and/or receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Pledged Collateral; (cb) enter Enter into any extension, reorganization, deposit, merger, consolidation, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Pledged Collateral; (dc) insure, process, and preserve Transfer the Collateral; (e) transfer the Pledged Collateral to its own or its nominee’s name; (fd) make Make any compromise or settlement, and take any action it deems advisable, with respect to the Pledged Collateral; and (ge) notify Notify any Account Debtor on obligor with respect to any Pledged Collateral to make payment directly to Secured Party.the Pledgee; (f) All rights of the Pledgors to exercise the voting and other consensual rights it would otherwise be entitled to exercise without any action or the giving of any notice shall cease, and all such rights shall thereupon become vested in the Pledgee; (g) All rights of the Pledgors to receive distributions with respect to the Pledged Collateral which it would otherwise be authorized to receive and retain shall cease and all such rights shall thereupon become vested in the Pledgee; and

Authorized Action by Secured Party. Debtor Borrower hereby agrees that from time to timeirrevocably appoints Xxxxxxx Xxxx, without presentmentor as applicable, notice or demandhis designated successor, and without affecting or impairing in any way the rights on behalf of Secured Party as its attorney‐in‐fact (which appointment is coupled with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, an interest) and agrees that Secured Party may, may perform (but Secured Party shall not be obligated to and shall incur no liability to Debtor Borrower or any third party for failure so to take do) any action act which Debtor Borrower is obligated by this Security Agreement to do perform, and to exercise such rights and powers as Debtor Borrower might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact to exercise such rights and powers, including without limitation, the right to (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cb) enter into any extension, reorganization, deposit, merger, consolidation, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (d) insure, process, and preserve the Collateral; (e) transfer the Collateral to its own or its nominee’s name; (fc) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Borrower relating to the Collateral; and (gf) notify file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Secured Party shall not exercise any Account Debtor on any Collateral such powers granted pursuant to make payment directly subsections (a) through (e) above prior to Secured Partythe occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default.

Authorized Action by Secured Party. Debtor The Company hereby agrees that ---------------------------------- from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party the Agent with respect to the Collateralcollateral, the obligations of the Debtor Company hereunder or the Obligations, Secured Party the Agent may, but shall not be obligated to and shall incur no liability to Debtor the Company, any Lender or any third party for failure to to, take any action which Debtor the Company is obligated by this Security Agreement to do and to exercise such rights and powers as Debtor the Company might exercise with respect to the Collateral, and Debtor the Company hereby irrevocably appoints Secured Party the Agent as its attorney-in-fact to exercise such rights and powers, including including, without limitation, to to: (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cb) enter into any extension, reorganization, deposit, merger, consolidation, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (dc) insure, process, process and preserve the Collateral; (ed) transfer the Collateral to its own or its nominee’s 's name; (fe) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (gf) subject to the provisions of Paragraph 7 below, ----------- notify any Account Debtor Obligor on any Collateral to make payment directly to Secured Party.the Agent. The Company hereby grants to the Agent for the benefit of the Lenders an exclusive, irrevocable power of attorney, with full power and authority in the place and stead of the Company to take all such action permitted under this Paragraph 6. -----------

Authorized Action by Secured Party. Debtor hereby agrees that from time to timetime after the occurrence of a Potential Default or Event of Default, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party Collateral Agent with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, Secured Party Collateral Agent may, but shall not be obligated to and shall incur no liability to Debtor Debtor, or any third party for failure to take any action which Debtor is obligated by this Security Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints Secured Party Collateral Agent as its attorney-in-fact to exercise such rights and powers, including without limitation, to (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorse, receive receive, and receipt for all dividends, interest, payments, proceeds, and other sums and property now or hereafter payable on or on account of the Collateral; (cb) enter into any extension, reorganization, deposit, merger, consolidation, or other agreement pertaining to, or deposit, surrender, accept, hold, or apply other property in exchange for the Collateral; (dc) insure, process, and preserve the Collateral; (ed) transfer the Collateral to its own or its nominee’s 's name; (fe) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (gf) notify any Account Debtor on any Collateral to make payment directly to Secured PartyCollateral Agent.

Authorized Action by Secured Party. Debtor The Company hereby agrees that ---------------------------------- from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of Secured Party the Agent with respect to the Collateral, the obligations of the Debtor Company hereunder or the Obligations, Secured Party the Agent may, but shall not be obligated to and shall incur no liability to Debtor the Company, any Lender or any third party for failure to to, take any action which Debtor the Company is obligated by this Security Agreement to do and to exercise such rights and powers as Debtor the Company might exercise with respect to the Collateral, and Debtor the Company hereby irrevocably irrevocablY appoints Secured Party the Agent as its attorney-in-fact to exercise such rights and powers, including including, without limitation, to to: (a) file a financing statement describing the Collateral, without the signature of either the Debtor or the Secured Party; (b) collect by legal proceedings or otherwise and indorseendorse, receive and receipt for all dividends, interest, payments, proceeds, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (cb) enter into any extension, reorganization, deposit, merger, consolidation, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold, hold or apply other property in exchange for the Collateral; (de) insure, process, process and preserve the Collateral; (ed) transfer the Collateral to its own or its nominee’s 's name; (fe) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; and (gf) subject to the provisions of Paragraph 7 below, notify any Account Debtor Obligor on any Collateral to make ----------- payment directly to Secured Party.the Agent. The Company hereby grants to the Agent for the benefit of the Lenders an exclusive, irrevocable power of attorney, with full power and authority in the place and stead of the Company to take all such action permitted under this Paragraph 6. -----------