Common use of Administrative Agent’s Appointment as Attorney-in-Fact Clause in Contracts

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Until such time as all Secured Obligations shall have been paid in full, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Until such time as all Secured Obligations shall have been paid in full, each Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative AgentRelated Party thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power until the Facility Termination Date or release of such Grantor in accordance with the Loan Documents and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreementthe Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreementthe Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Parties the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing:

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Until such time Except as all Secured Obligations shall have been paid in fullmay be limited by the Interim Order or the Final Order, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative AgentRelated Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreementthe Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreementthe Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing:

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Until such time as all Secured Obligations shall have been paid in full, each Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative Agentthereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent discretion, for the purpose of 250 carrying out the terms of this Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each such Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Until such time as all Secured Obligations shall have been paid in full, each Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative AgentRelated Party thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, exercisable only while an Event of Default is continuing, for the purpose of carrying out the terms of this Agreementthe Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreementthe Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Parties the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to the extent permitted by applicable law, to do any of the followingfollowing when an Event of Default shall be continuing:

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Until such time as all Secured Obligations shall have been paid in full, each Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative Agentthereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of PLEDGE AND SECURITY AGREEMENT CONSTAR INTERNATIONAL INC. carrying out the terms of this Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the followingfollowing during the continuance of an Event of Default:

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Until such time as all Secured Obligations shall have been paid in full, each Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative AgentRelated Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this the Loan Documents, to, upon the occurrence and during the continuance of an Event of Default, but subject to the Intercreditor Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreementthe Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to, subject to the Intercreditor Agreement, do any of the followingfollowing when an Event of Default shall have occurred and be continuing:

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Until such time as all Secured Obligations shall have been paid in full, each Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative AgentRelated Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreementthe Loan Documents, to to, upon the occurrence and during the continuance of an Event of Default, take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreementthe Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:following when an Event of Default shall have occurred and be continuing: GUARANTY AND SECURITY AGREEMENT WESTWOOD ONE, INC.