Common use of Agent May Perform; Agent Appointed Attorney-in-Fact Clause in Contracts

Agent May Perform; Agent Appointed Attorney-in-Fact. If Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including, without limitation, Grantor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of Grantor with respect to any Collateral) or if any warranty on the part of Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by Grantor in accordance with the provisions of SECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent may deem necessary to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If any Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including, without limitation, such Grantor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of such Grantor with respect to any Collateral) or if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by Grantor the Grantors in accordance with the provisions of SECTION 9.3 hereofSection 12.6 of the Credit Agreement. Neither the provisions of this SECTION Section 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION Section 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Collateral Documents which the Agent may deem necessary to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If any Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement and within five (5) Business Days after the Agent has requested that it do so (including, without limitation, such Grantor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of such Grantor with respect to any Collateral) or if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by Grantor the Grantors in accordance with the provisions of SECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or otherwise, from time to time after the occurrence and during the continuation continuance of an Event of Default in the Agent’s reasonable discretion to take any action and to execute any instrument in respect of the Collateral and consistent with the terms of the Credit Agreement and the other Security Documents which the Agent may deem reasonably necessary to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If any Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including, without limitation, such Grantor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of such Grantor with respect to any Collateral) or if any representation or warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend reasonable funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required herebyhereby and which such Grantor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Agent shall be paid by Grantor the Grantors in accordance with the provisions of SECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent may deem necessary to accomplish the purposes hereof. Except where prior notice is expressly not required (or expressly required) by the terms of this Agreement, the Agent shall use commercially reasonable efforts to provide notice to the Grantor prior to taking any action taken in the preceding sentence; provided, that failure to deliver such notice (other than any notice expressly required hereby) shall not limit the Agent’s right to take such action or the validity of such action. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If Grantor any Pledgor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including, without limitation, Grantorincluding such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of Grantor with respect to such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of Grantor any Pledgor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which Grantor such Pledgor fails to pay or perform as and when required herebyhereby and which such Pledgor does not contest in accordance in accordance with the provisions of Section 4.11 hereof. Any and all amounts so expended by the Agent shall be paid by Grantor the Pledgors in accordance with the provisions of SECTION 9.3 hereofSection 13 of the Purchase Agreement. Neither the provisions of this SECTION 9.2 Section 11.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 Section 11.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of representation or warranty from constituting an Event of Default. Grantor Each Pledgor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of Grantor such Pledgor and in the name of Grantorsuch Pledgor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Purchase Agreement, this Agreement and the other Security Documents which the Agent may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Grantor Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If Grantor Pledgor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including, without limitation, Grantorincluding Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of Grantor with respect to Pledgor under any Pledged Collateral) or if any representation or warranty on the part of Grantor Pledgor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which Grantor Pledgor fails to pay or perform as and when required herebyhereby and which Pledgor does not contest in accordance in accordance with the provisions of Section 4.11 hereof. Any and all amounts so expended by the Agent shall be paid by Grantor Pledgor in accordance with the provisions of SECTION 9.3 hereofSection 11.03 of the Credit Agreement. Neither the provisions of this SECTION 9.2 Section 11.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 Section 11.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of representation or warranty from constituting an Event of Default. Grantor Pledgor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of Grantor Pledgor and in the name of GrantorPledgor, or otherwise, from time to time after the occurrence and during the continuation continuance of an Event of Default in the Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Documents which the Agent may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Grantor Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If an Event of Default exists or has occurred and is continuing, if any Grantor shall fail fails to perform any covenants contained in this Security Agreement or in the Credit Agreement (including, without limitation, such Grantor’s covenants to (ia) pay the premiums in respect of all required insurance policies hereunder, (iib) pay Claims, (iiic) make repairs, (ivd) discharge Liens or (ve) pay or perform any other obligations of such Grantor with respect to any Collateral) or if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for failure to perform such purposecovenant; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required herebyhereby and which such Grantor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Agent shall be paid by Grantor the Grantors in accordance with the provisions of SECTION 9.3 Section 8.3 hereof. Neither the provisions of this SECTION 9.2 Section 8.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 Section 8.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or otherwise, from time to time, at any time after the occurrence and during the continuation of an Event of Default exists or has occurred and is continuing, in the Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent may deem necessary to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If any Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement Transaction Documents (including, without limitation, such Grantor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of such Grantor with respect to any Collateral) or if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by Grantor the Grantors in accordance with the provisions of SECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor or any breach of warranty from constituting an Event of Default. Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Transaction Documents which the Agent may deem necessary to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If any Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement and within five (5) Business Days after the Agent has requested that it do so (including, without limitation, such Grantor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of such Grantor with respect to any Collateral) or if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by Grantor the Grantors in accordance with the provisions of SECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or otherwise, from time to time after the occurrence and during the continuation continuance of an Event of Default in the Agent’s reasonable discretion to take any action and to execute any instrument in respect of the Collateral and consistent with the terms of the Credit Agreement and the other Security |US-DOCS\118204566.6|| Documents which the Agent may deem reasonably necessary to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If any Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Term Loan Agreement (including, without limitation, such Grantor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of such Grantor with respect to any Collateral) or if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by Grantor the Grantors in accordance with the provisions of SECTION 9.3 8.3 hereof. Neither the provisions of this SECTION 9.2 8.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 8.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Term Loan Agreement and the other Security Documents which the Agent may deem necessary to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If any Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including, without limitation, including such Grantor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) unless being contested in accordance with the terms of the Credit Agreement, pay Claimsand discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) unless being contested in accordance with the terms of the Credit Agreement, discharge Liens or (v) pay or perform any other obligations of such Grantor with respect to under any Pledged Collateral) or if any warranty on the part of Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lienLien, imposition or other obligation which such Grantor fails to pay or perform as and when required herebyhereby and which such Grantor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Agent shall be paid by Grantor the Grantors in accordance with the provisions of SECTION 9.3 hereofthe Credit Agreement. Neither the provisions of this SECTION 9.2 Section 11.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 Section 11.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. Each Grantor hereby appoints the Agent its attorney-in-fact, with full power and authority in the place and stead of such Grantor and in the name of such Grantor, or otherwise, from time to time in the Agent’s discretion, after the occurrence and during the continuation continuance of an Event of Default in the Agent’s discretion Default, to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Documents which the Agent may deem necessary or advisable to accomplish the purposes hereofhereof (but the Agent shall not be obligated to and shall have no liability to such Grantor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If Grantor any Pledgor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including, without limitation, Grantor’s including such Pledgor's covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of Grantor with respect to such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of Grantor any Pledgor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; providedPROVIDED, howeverHOWEVER, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which Grantor such Pledgor fails to pay or perform as and when required herebyhereby and which such Pledgor does not contest in accordance in accordance with the provisions of SECTION 4.11 hereof. Any and all amounts so expended by the Agent shall be paid by Grantor the Pledgors in accordance with the provisions of SECTION 9.3 hereof13 of the Purchase Agreement. Neither the provisions of this SECTION 9.2 11.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 11.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of representation or warranty from constituting an Event of Default. Grantor Each Pledgor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of Grantor such Pledgor and in the name of Grantorsuch Pledgor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Agent’s 's discretion to take any action and to execute any instrument consistent with the terms of the Credit Purchase Agreement, this Agreement and the other Security Documents which the Agent may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Grantor Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If Grantor any Pledgor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including, without limitation, Grantorincluding such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claimsand discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion, of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of Grantor with respect to such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of Grantor any Pledgor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lienLien, imposition or other obligation which Grantor such Pledgor fails to pay or perform as and when required herebyhereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Agent shall be paid by Grantor the Pledgors in accordance with the provisions of SECTION 9.3 hereofSection 9.05 of the Credit Agreement. Neither the provisions of this SECTION 9.2 Section 11.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 Section 11.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of representation or warranty from constituting an Event of Default. Grantor Each Pledgor hereby appoints the Agent its attorney-in-fact, with full power and authority in the place and stead of Grantor such Pledgor and in the name of Grantorsuch Pledgor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Loan Documents which the Agent may reasonably deem necessary or advisable to accomplish the purposes hereofhereof (but the Agent shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action); provided, however, that such power of attorney may not be exercised unless an Event of Default has occurred and is continuing. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Grantor Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If Grantor any Pledgor shall fail to perform do any covenants contained in this Security Agreement act or in the Credit Agreement (including, without limitation, Grantor’s covenants thing that it has covenanted to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens do hereunder or (v) pay or perform any other obligations of Grantor with respect to any Collateral) or if any warranty on the part of Grantor any Pledgor contained herein shall be breached, the Agent may (but shall not be obligated to) ), upon notice to any such Pledgor, do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by Grantor such Pledgor promptly upon demand therefor, with interest at the highest rate then in accordance with effect under the provisions Loan Agreement during the period from and including the date on which such funds were so expended to the date of SECTION 9.3 hereofrepayment. Neither Each Pledgor's obligations under this Section 15 shall survive the provisions termination of this SECTION 9.2 nor any action taken by Agent pursuant to Agreement and the provisions discharge of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Pledgor's other obligations under the Loan Agreement nor any breach of warranty from constituting an Event of Defaultand the other Loan Documents. Grantor Each Pledgor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of Grantor such Pledgor and in the name of Grantorsuch Pledgor, or otherwise, from time to time after the occurrence and during the continuation continuance of an Event of Default or at any other time that such Pledgor has failed, after notice from Agent, to take any action required to be taken by it hereunder, in the Agent’s 's discretion to take any action and to execute any instrument consistent with the terms of the Credit this Agreement and the other Security Documents Loan Agreement which the Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereofof this Agreement. Grantor Each Pledgor hereby ratifies ratifies, to the fullest extent permitted by law, all that such attorney shall lawfully do or cause to be done by virtue hereof.

Agent May Perform; Agent Appointed Attorney-in-Fact. If any Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including, without limitation, such Grantor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any other obligations of such Grantor with respect to any Collateral) or if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all reasonable amounts so expended by the Agent shall be paid by Grantor the Grantors in accordance with the provisions of SECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor or any such breach of warranty from constituting an Event of Default. Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or otherwise, from time to time after the occurrence and during the continuation continuance of an Event of Default in the Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent may deem necessary to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.