Common use of Agent Appointed Attorney-in-Fact Clause in Contracts

Agent Appointed Attorney-in-Fact. Each Grantor hereby -------------------------------- irrevocably appoints the Agent such Grantor's attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest), with full 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, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expired, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 11 hereof, (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (iii) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (ii) above, (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (v) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral.

Agent Appointed Attorney-in-Fact. Each Grantor hereby -------------------------------- irrevocably appoints the Agent such Grantor's the attorney-in-fact (of such Grantor, which appointment shall be irrevocable effective until the Debt Termination Date (or, in the case of Fund II and deemed coupled with an interestFund III, until the Fund II License Surrender Date and the Fund III License Surrender Date, respectively), with full authority in the place and stead of such Grantor and in the name of such Grantor Grantor, the Agent or otherwise, from time to time in the Agent's ’s discretion, upon and during the occurrence and continuation of so long as (i) an Event of Default at any time after has occurred and is continuing and (ii) such Event of Default has not been cured pursuant to the Agent has given Credit Agreement or otherwise waived by the Default Notice and the Default Notice Period has expiredAgent, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, Security Agreement including, without limitation: (ia) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 11 hereof,[Reserved]; (iib) to To ask, demand, collect, xxx sxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of connection with the Collateral,; (iiic) to To receive, endorseindorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (ii) above, (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, therewith; and (vd) to To file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral. Each Grantor agrees that the Agent, or any of its designees or attorneys-in-fact, will not be liable for any act of commission or omission, or for any error of judgment or mistake of fact or law with respect to the exercise of the power of attorney granted under this Section 7.1, other than as a result of its bad faith, gross negligence or willful misconduct.

Agent Appointed Attorney-in-Fact. Each Grantor hereby -------------------------------- irrevocably appoints the Agent such Grantor's its attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)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 in the Agent's ’s discretion, upon following the occurrence and during the occurrence and continuation continuance of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expiredDefault, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, including without limitation: : (i) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 11 hereof, (iia) to ask, demand, collect, xxx for, recover, compoundcompromise, settle, adjust, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, , and to deliver releases on behalf of any Grantor that the Agent deems advisable or appropriate in connection therewith; (iiib) to receive, endorse, and collect any drafts or other instruments, documents Instruments and chattel paperDocuments, in connection with clause (i) or (iia) above, ; (ivc) to receiveprepare, endorse file and collect all sign (including on behalf of any Grantor) any documents, instruments made payable to the Grantors representing any dividend or other distribution claims (including proofs of claim in respect of the Pledged Collateral a bankruptcy, insolvency or any part thereof and to give full discharge for the same, and (vsimilar proceeding) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral (including to prepare, file and sign any notice of lien, assignment, or satisfaction or lien or similar document); (d) take control, in any manner, of any item of payment or proceeds relating to any Collateral; (e) to receive, open and dispose of all mail addressed to any Grantor, and to notify the postal authorities to change the address for delivery thereof to such address as the Agent may designate; (f) to use the information recorded on or contained in any data processing equipment, computer hardware, and software relating to the Collateral; (g) execute such assignments, for and in the name of any Grantor, as necessary or advisable in the Agent’s opinion to cause any mortgage in favor of or for the benefit of any Grantor to be assigned to the Agent; (h) execute and/or file, as a Person authorized to do so under the Uniform Commercial Code, such statements of continuation, assignment or amendment with respect to any financing statements included in the Collateral; and (i) to do all other acts and things necessary or advisable, in the Agent’s reasonable determination, to perform the affirmative obligations of any Grantor (including those under Section 6.1), hereunder and under the Transaction Documents. EACH GRANTOR HEREBY ACKNOWLEDGES, CONSENTS AND AGREES THAT THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION IS IRREVOCABLE UNTIL THE TERMINATION DATE AND COUPLED WITH AN INTEREST.

Agent Appointed Attorney-in-Fact. Each The Grantor hereby -------------------------------- irrevocably appoints the Agent such the Grantor's attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, from time to time in the Agent's discretion, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expired, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 11 hereof, (iia) to ask, demand, collect, xxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,; (iiib) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (iia) above,; ---------- (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (vc) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.1.7). ------------- The Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Agent Appointed Attorney-in-Fact. Each Upon the occurrence and -------------------------------- during the continuance of a Designated Default, Grantor hereby -------------------------------- irrevocably appoints the Agent such as Grantor's attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)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 in the Agent's discretion, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expired, discretion to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitationlimitation (a) following the occurrence and during the continuance of a Designated Default, to: (i) to obtain and adjust insurance required to be paid to the Agent or any Holders of Secured Obligations pursuant to Section 11 hereof,the Credit Agreement: (ii) to ask, demand, collect, xxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,; (iii) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause ------ (i) or (ii) above, : and - -- (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (v) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral Collateral, or otherwise to enforce the rights of the Agent with respect to any of the Collateral; provided, however, that the Grantor irrevocably appoints Agent as Grantor's attorney-in-fact, with full authority in place and stead of Grantor and in the name of the Grantor or otherwise, from time to time in Agent's discretion, at any time, to take any reasonable action and to execute any instrument which the Agent may reasonably deem necessary or advisable, to: (i) obtain access to records maintained for Grantor by computer services companies and other service companies or bureaus; (ii) send requests under Grantor's, the Agent's or a fictitious name to Grantor's customers or account debtors for verification of Accounts provided that the Agent gives the Grantor written notice prior to initiating any such verifications; and (iii) do all other things consistent with the terms of this Agreement as may be reasonably necessary to carry out the terms hereof.

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably -------------------------------- irrevocably appoints the Agent such as Grantor's attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)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 in the Agent's reasonable discretion, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expired, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (a) following the occurrence and during the continuance of a Default, to: (i) to obtain and adjust insurance required to be paid to the Agent or any Holders of Secured Obligations pursuant to Section 11 hereof,the Credit Agreement; (ii) to ask, demand, collect, xxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,; (iii) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (ii) above,; ---------- ---- and (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (v) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral Collateral, or otherwise to enforce the rights of the Agent with respect to any of the Collateral; and (b) at any time, to: (i) obtain access to records maintained for Grantor by computer services companies and other service companies or bureaus; (ii) send requests under Grantor's, the Agent's or a fictitious name to Grantor's customers or account debtors for verification of Accounts provided that the Agent gives the Grantor notice prior to initiating any such verifications; and (iii) do all other things consistent with the terms of this Agreement as may be reasonably necessary to carry out the terms hereof.

Agent Appointed Attorney-in-Fact. Each Grantor hereby -------------------------------- irrevocably appoints the Agent such Grantor's attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)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 in the Agent's discretion, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expired, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 11 hereof, (iia) to ask, demand, collect, xxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,; (iiib) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (iia) above,; ---------- (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (vc) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of such Grantor hereunder (including all obligations of such Grantor pursuant to Section 4.1.7). ------------- Each Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Agent Appointed Attorney-in-Fact. Each Grantor Partner hereby -------------------------------- irrevocably constitutes and appoints Agent to act, during the Agent continuation of an Event of Default, as such Grantor's Partner’s attorney-in-fact (which appointment as attorney-in-fact shall be irrevocable and deemed coupled with an interestinterest and irrevocable), with full authority in the place and stead of such Grantor Partner and in the name of such Grantor Partner or otherwise, from time to time in the Agent's ’s discretion, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expired, to take any action and to execute any instrument and all documents and instruments which the Agent may deem necessary or advisable to accomplish the purposes of this General Partner Security Agreement, including, without limitation: (i) upon the occurrence and during the continuance of any Event of Default, to obtain exercise all partnership rights, powers and adjust insurance required to be paid privileges to the Agent same extent as a general partner, including, without limitation, to represent and vote all of the Partnership Interests and to endorse its name on the partnership powers delivered to it pursuant to Section 11 3(d) hereof,; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (iii) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (ii) above, (iv) to receive, endorse and collect all instruments made payable to the Grantors Partners representing any dividend dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the samesame and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any and all of such dividends, payments or other distributions; (iii) to pay or discharge taxes and liens levied or placed on the Collateral; and (viv) upon the occurrence and during the continuance of any Event of Default, (A) to file direct any claims party liable for any payment in respect of or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection arising out of any of the Collateral to make payment of any and all moneys due or otherwise to become due in connection therewith directly to Agent or as Agent shall direct, (B) to ask or make demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (D) to defend any suit, action or proceeding brought against the rights of the Agent Partners with respect to any Collateral, (E) to settle, compromise or adjust any suit, action or proceeding described in clause (D) above and, in connection therewith, to give such discharges or releases as Agent may deem appropriate and (F) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the CollateralCollateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and at the Partners’ expense, at any time, or from time to time, all acts and things which Agent deems necessary to protect, preserve or realize upon the Collateral and the Security Interest therein and to effect the intent of this General Partner Security Agreement, all as fully and effectively as the Partners might do.

Agent Appointed Attorney-in-Fact. Each Grantor Borrower hereby -------------------------------- irrevocably appoints the Agent as such GrantorBorrower's attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)fact, with full authority in the place and stead of such Grantor Borrower and in the name of such Grantor Borrower, Agent or otherwise, from time to time in the Agent's discretion, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expired, discretion to take any action and to execute any instrument which the that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: : (ia) to sign and file on behalf of such Borrower any financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral; (b) upon the occurrence and during the continuation of an Event of Default, to obtain and adjust insurance required to be maintained by such Borrower or paid to the Agent pursuant to Section 11 hereof, 8; (iic) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, xxx forsue xxx, recover, compound, receive and give acquittance and receipts for moneys monies due and to become due under or in respect of any of the Collateral, ; (iiid) upon the occurrence and during the continuation of an Event of Default, to receive, endorse, endorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clause clauses (ia) or and (iib) above, ; (ive) to receiveupon the occurrence and during the continuation of an Event of Default, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (v) to file any claims or take any action or institute any proceedings which the that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, to pay or discharge taxes or liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Agent in its sole discretion, any such payments made by Agent to become obligations of Borrowers to Agent, due and payable immediately without demand; (g) upon the occurrence and during the continuation of an Event of Default, to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and (h) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and Borrowers' expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral and Agent's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as any Borrower might do.

Agent Appointed Attorney-in-Fact. Each Grantor The Borrower hereby -------------------------------- irrevocably appoints the Agent such Grantor's as the Borrower’s attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)fact, with full authority in the place and stead of such Grantor Borrower and in the name of such Grantor the Borrower or otherwise, from time to time in the Agent's ’s discretion, upon after the occurrence and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expiredDefault, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this AgreementSecurity Agreement or the other Transaction Documents, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 11 hereof, (iia) to ask, demand, collect, xxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,; (iiib) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (ii) above,proceeds of the Collateral; (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (vc) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral; (d) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions hereunder; and (e) to perform the affirmative obligations of the Borrower under the Transaction Documents (including all obligations of the Borrower pursuant to Section 3.1). The Agent agrees to give the Borrower and the Servicer written notice of the taking of any such action, but the failure to give such notice shall not affect the rights, power or authority of the Agent with respect thereto. The Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 4.1 is irrevocable and coupled with an interest.

Agent Appointed Attorney-in-Fact. Each Grantor The Pledgor hereby -------------------------------- irrevocably appoints the Agent such Grantor(and any of the Agent's officers, employees or agents designated by the Agent) as the Pledgor's attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)fact, with full authority in the place and stead of such Grantor the Pledgor and in the name of such Grantor the Pledgor, the Agent or otherwise, from time to time in the Agent's discretion, discretion upon the occurrence and during the occurrence and continuation of an Event of Default at during any time after the period when Collateral shall have been pledged to Agent has given the Default Notice and the Default Notice Period has expired, hereunder to take any action and to execute any instrument which that the Agent may deem necessary or advisable to accomplish the purposes of this Agreement or the Custodial Agreement, including, without limitation: including (ia) to obtain file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Collateral without the signature of the Pledgor and adjust insurance required to be paid to the Agent pursuant to Section 11 hereof, (iib) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, , (iii) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (ii) above, (ivc) to receive, endorse and collect all any instruments or other Investments made payable to the Grantors Pledgor representing any dividend dividend, principal or interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and same and (vd) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral.

Agent Appointed Attorney-in-Fact. Each Such Grantor hereby -------------------------------- irrevocably appoints the Agent as such Grantor's attorney-in-fact (which appointment shall be irrevocable and deemed fact, coupled with an interest), with full 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, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expired, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, following the occurrence and during the continuance of a Default, to: (i) to obtain and adjust insurance required to be paid to the Agent or any Holders of Secured Obligations pursuant to Section 11 hereof,the Credit Agreement; (ii) to ask, demand, collect, xxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,; (iii) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (ii) above,; (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (v) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral Collateral, or otherwise to enforce the rights of the Agent with respect to any of the Collateral; (v) obtain access to records maintained for such Grantor by computer services companies and other service companies or bureaus; (vi) send requests under such Grantor's, the Agent's or a fictitious name to such Grantor's customers or account debtors for verification of Accounts; and (vii) do all other things reasonably necessary to carry out this Agreement. Each Grantor agrees that neither the Agent, nor any of its designees or attorneys-in-fact, will be liable for any act of commission or omission, or for any error of judgment or mistake of fact or law with respect to the exercise of the power of attorney granted under this Section 13, other than as a result of its or their gross negligence or willful misconduct.

Agent Appointed Attorney-in-Fact. Each Grantor The Debtor hereby -------------------------------- irrevocably appoints the Agent such Grantoras the Debtor's attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)fact, with full authority in the place and stead of such Grantor the Debtor and in the name of such Grantor or otherwisethe Debtor, from time to time in the Agent's discretion, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expiredtime, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (ia) to obtain and adjust insurance required execute and/or file documents to be paid of public record covering the Collateral and notify third parties of Agent's security interest and take any actions deemed necessary or advisable by Agent to perfect or protect its security interest in the Agent pursuant to Section 11 hereof,Collateral; (iib) after an Event of Default, to pay and discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, and to ask, demand, collect, xxx for, recover, compoundsettle, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,; (iiic) after an Event of Default, to receive, endorse, assign, and collect any and all checks, notes, drafts or and other negotiable and non-negotiable instruments, documents Documents and chattel paperChattel Paper, in connection with clause (i) and the Debtor waives notice of presentment, protest and non-payment of any Instrument, Document or (ii) above,Chattel Paper so endorsed or assigned; (ivd) to receiveafter an Event of Default, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (v) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral; (e) after an Event of Default, to sell, transfer, assign or otherwise deal in or with the Collateral or the proceeds or avails thereof, as a secured party; (f) after an Event of Default, to make any reasonable allowances and other reasonable adjustments with respect to any of the Collateral; (g) after an Event of Default, to sign the Debtor's name on any document, on invoices relating to any Account, on drafts against customers, on schedules of assignments of Accounts, on checks from investors, on notices of assignment, on verifications of accounts, and on notices to customers; (h) after an Event of Default, to notify the post office authorities to change the address for delivery of the Debtor's mail to an address designated by the Agent; (i) after an Event of Default, to receive, open and dispose of all mail addressed to the Debtor; (j) after an Event of Default, to do all that Agent deems necessary to withdraw any and all monies from any Deposit Account or other account; (k) after an Event of Default, to send requests for verification of accounts to the Debtor's customers; (l) after an Event of Default, to deliver any notices which Agent deems appropriate to the telephone company controlling Debtor's telephone lines; and (m) after an Event of Default, to take any and all actions with regard to the Receivables. The Debtor hereby ratifies and approves all acts of the Agent, as its attorney in-fact, taken pursuant to and in accordance with this Section 5.1, and the Agent, as its attorney-in-fact, will not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or Law other than acts constituting intentional misconduct. This power, being coupled with an interest, is irrevocable so long as this Agreement remains in effect. The Debtor hereby agrees to take all actions and execute and file all documents deemed necessary or desirable by Agent to create, perfect and/or protect Agent's security interest in the Collateral and/or the priority thereof.

Agent Appointed Attorney-in-Fact. Each Upon the occurrence and during the continuance of a Default, Grantor hereby -------------------------------- irrevocably appoints the Agent such as Grantor's attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)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 in the Agent's discretion, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expired, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, following the occurrence and during the continuance of a Default, to: (i) to obtain and adjust insurance required to be paid to the Agent or any Holders of Secured Obligations pursuant to Section 11 hereof,the Credit Agreement; (ii) to ask, demand, collect, xxx forsue xxx, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,; (iii) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (ii) above,; (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (v) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral Collateral, or otherwise to enforce the rights of the Agent with respect to any of the Collateral; (v) obtain access to records maintained for Grantor by computer services companies and other service companies or bureaus; (vi) to send requests under Grantor's, the Agent's or a fictitious name to Grantor's customers or account debtors for verification of Accounts provided that the Agent gives the Grantor written notice prior to initiating any such verifications; and (vii) do all other things consistent with the terms of this Agreement as may be reasonably necessary to carry out the terms hereof.

Agent Appointed Attorney-in-Fact. Each Grantor hereby -------------------------------- irrevocably appoints the Agent such Grantor's as its attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)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 in otherwise upon (i) the Agent's discretion, upon occurrence and during the occurrence and continuation continuance of an Event of Default at any time after and (ii) either the making of the request or the granting of the consent specified by Section 6.01 of the Credit Agreement to authorize the Agent has given to declare the Default Notice Advances due and payable pursuant to the Default Notice Period has expiredprovisions of such Section 6.01 or the making of the demand specified in Section 6.02 of the Credit Agreement to require the Borrower to pay amounts in respect of Letters of Credit or the Canadian Borrower to pay amounts in respect of Bankers' Acceptances, and upon notice to such Grantor, to take any action and to execute any instrument which that the Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (ia) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 11 hereof11, (iib) to askask for, demand, collect, xxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (iiic) to receive, endorse, indorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clause (iSection 16(a) or (ii16(b) above, (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (vd) to file any claims or claims, to take any action or to institute any proceedings which that the Agent may deem reasonably necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Agent with respect to any of the Collateral; provided, that the Agent shall act with -------- reasonable care in the exercise of the foregoing; and provided, further, that -------- ------- the Agent shall give the Grantors not less than ten Business Days' prior written notice of the time and place of any sale or other intended disposition of the Collateral, except any such Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market.

Agent Appointed Attorney-in-Fact. Each Grantor hereby -------------------------------- irrevocably appoints the Agent such Grantor's the attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest), with full authority in the place and stead of such Grantor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor or otherwise, from time to time in the Agent's discretion, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expired, to take taking any action and to execute executing any instrument which that the Agent may deem necessary or advisable to accomplish the purposes hereof at any time after the occurrence and during the continuance of this Agreementany Event of Default, includingwhich appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, without limitationthe Agent shall have the right, after the occurrence and during the continuance of any Event of Default and with full power of substitution either in the Agent’s name or in the name of such Grantor: (i) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 11 hereof, (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (iiia) to receive, endorse, assign and/or deliver any and collect any drafts all notes, acceptances, checks, drafts, money orders or other instrumentsevidences of payment relating to the Collateral or any part thereof; (b) to demand, documents collect, receive payment of, give receipt for and chattel papergive discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) upon prior written notice to the Administrative Loan Party (unless an Event of Default under Section 7.01(g) or Section 7.01(h) of the Credit Agreement has occurred and is continuing, in connection with clause which case no such notice shall be required), (i) or to send verifications of Accounts Receivable to any Account Debtor, (ii) above, to notify, or to require Borrowers or any other Grantor to notify, Account Debtors to make payment directly to the Agent, (iii) to otherwise communicate with any Account Debtor, (iv) to receivemake, endorse settle and collect all instruments made payable to the Grantors representing any dividend or other distribution adjust claims in respect of Collateral under policies of insurance, endorse the Pledged name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (v) to make all determinations and decisions with respect to policies of insurance and (vi) to obtain or maintain the policies of insurance required by Section 5.02 of the Credit Agreement or to pay any premium in whole or in part relating thereto; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (g) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to give full discharge them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for the sameany act or failure to act hereunder, and (v) to file any claims except for their own gross negligence, bad faith or take any action willful misconduct or institute any proceedings which the Agent may deem necessary or desirable for the collection that of any of their Affiliates, directors, officers, employees, partners, advisors, counsel, agents, attorneys-in-fact or other representatives (in the Collateral or otherwise case of agents and representatives, only to enforce the rights extent such persons are acting at the direction of the Agent or such other Secured Parties), in each case, as determined by a final non- appealable judgment of a court of competent jurisdiction. All sums disbursed by the Agent in connection with respect to any this paragraph shall be payable in accordance with Section 7.02 of the CollateralCredit Agreement.

Agent Appointed Attorney-in-Fact. Each The Grantor hereby -------------------------------- irrevocably appoints the Agent such Grantor's its attorney-in-fact (which appointment shall be irrevocable and deemed coupled with an interest)fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, from at such time to time in the Agent's discretion, upon and during the occurrence and continuation of as an Event of Default at any time after has occurred and is continuing under the Agent has given the Default Notice and the Default Notice Period has expiredCredit Agreement, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 11 hereof, (iia) to ask, demand, collect, xxx sxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of connection with the Accounts or any other Collateral of the Collateral,Grantor; (iiib) to receive and open all mail addressed to the Grantor and to notify postal authorities to change the address for the delivery of mail to the Grantor to that of the Agent; (c) to receive, endorseindorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (ii) above,therewith; (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (vd) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral of the Grantor or otherwise to enforce the rights of the Agent with respect to any of its Collateral; (e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the Collateralpurchase order of any Account Debtor of the Grantor; and (f) to use any labels, trademarks, trade names, industrial designs, copyrights, advertising matter or other intellectual property rights in advertising for sale and selling Inventory and other Collateral and to collect any amounts due under Accounts or Related Contracts of the Grantor.

Agent Appointed Attorney-in-Fact. Each Grantor of the Grantors hereby -------------------------------- irrevocably appoints the Agent such Grantor's attorney-in-fact 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 continuance of an Event of Default in the Agent's discretion, to take any action and to execute any instrument that the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (which appointment shall a) to obtain and adjust insurance required to be irrevocable paid to the Agent pursuant to Section 11; (b) to ask for, demand, collect, xxx for, recover, compromise, receive and deemed coupled give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (c) to receive, indorse and collect any drafts or other instruments, chattel paper and documents in connection with an interest)Section 16(a) or 16(b) above, and (d) to file any claims, to take any action or to institute any proceedings that the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Agent with respect to any of the Collateral, PROVIDED, that with respect to the Assigned Agreements and all matters incidental thereto, each of the Grantors hereby irrevocably appoints the Agent such Grantor's 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 in the Agent's discretion, upon and during the occurrence and continuation of an Event of Default at any time after the Agent has given the Default Notice and the Default Notice Period has expired, to take any action and to execute any instrument which that the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, Agreement including, without limitation: limitation (ix) to obtain and adjust insurance required to be paid to the Agent pursuant to Section 11 hereof, (ii) to askask for, demand, collect, xxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, , (iiiy) to receive, endorse, indorse and collect any drafts or other instruments, chattel paper and documents and chattel paper, in connection with clause (i) or (iiSection 16(x) above, , and (iv) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (vz) to file any claims or claims, to take any action or to institute any proceedings which that the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Agent with respect to any of the Collateral.