Common use of Agent Appointed Attorney Clause in Contracts

Agent Appointed Attorney. IN-FACT Each Debtor hereby irrevocably appoints Agent as such Debtor's attorney-in-fact, with full authority in the place and stead of such Debtor and in the name of such Debtor, Agent or otherwise, from time to time after the occurrence and during the continuation of an Event of Default, in Agent's discretion, to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to Agent; (b) to ask, demand, collect, sue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (c) to receive, endorse, and collect any drafts or other Instruments and Documents in connection with clauses (a) and (b)above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent with respect to any of the Collateral; (e) 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, and such payments made by Agent to become obligations of the respective Debtor to Agent, due and payable immediately without demand; (f) To sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and (g) 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 the respective Debtor's 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, including, without limitation, to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Debtor. Each Debtor hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8. Neither Agent nor any Person designated by Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in force.

Agent Appointed Attorney. IN-FACT -------------------------------- Each Debtor Grantor hereby irrevocably appoints Agent as such DebtorGrantor's attorney-in-fact, with full authority in the place and stead of such Debtor Grantor and in the name of such DebtorGrantor, Agent or otherwise, from time to time after following the occurrence and during the continuation continuance of an Event of Default, in Agent's discretion, discretion to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitationlimitation the following: (a) to obtain and adjust insurance required to be paid to Agent; (b) to ask, demand, collect, sue xxxxxx for, 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; (c) to receive, endorse, and collect any drafts or other Instruments instruments, documents and Documents chattel paper, in connection with clauses (a) and (b)aboveb) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent with respect to any of the Collateral; (e) 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, and such payments made by Agent to become obligations of the respective Debtor Grantors to Agent, due and payable immediately without demand; (f) To to do, at Agent's option and at Grantors' expense, at any time or from time to time, all acts or things that Agent reasonably deems necessary to protect and preserve the Collateral; (g) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents (including without limitation financing statements, continuation statements and other documents necessary or advisable to perfect the Security Interests) relating to the Collateral; and (gh) 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 the respective Debtor's Grantors' 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, including, without limitation, to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Debtor. Each Debtor Grantor hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8. Neither Agent nor any Person person designated by Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in force.

Agent Appointed Attorney. IN-FACT Each FACT. Debtor hereby irrevocably appoints Agent as such Debtor's attorney-in-fact, with full authority in the place and stead of such Debtor and in the name of such Debtor, Agent Debtor or otherwise, from time to time after the occurrence and during the continuation of an Event of Default, in Agent's discretion, otherwise to take any action and to execute any instrument that which Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:limitation (provided that the actions listed in each clause below, other than the obtainment and adjustment of insurance, may only be taken or exercised after the occurrence of an Event of Default): (a) to obtain and adjust insurance required to be paid to AgentAgent pursuant to Section 4.3 herein; (b) to ask, demand, collect, sue xxxxxx for, recover, compoundcompromise, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of connection with the Pledged Collateral; (c) to receive, endorse, endorse and collect any drafts or other Instruments instruments, documents, and Documents in connection with clauses (a) and (b)above;chattel paper; and (d) to file any claims or take any action or institute any proceedings that which Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce compliance with the terms and conditions of any Pledged Collateral or the rights of Agent with respect to any of the Pledged Collateral; . UPON AND AFTER THE OCCURRENCE OF A DEFAULT OR EVENT OF DEFAULT, DEBTOR HEREBY IRREVOCABLY GRANTS TO AGENT DEBTOR'S PROXY (eEXERCISABLE FROM AND AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT) to pay or discharge taxes or LiensTO VOTE ANY SECURITIES COLLATERAL AND APPOINTS AGENT DEBTOR'S ATTORNEY-IN-FACT TO PERFORM ALL OBLIGATIONS OF DEBTOR UNDER THIS AGREEMENT AND TO EXERCISE ALL OF AGENT'S RIGHTS HEREUNDER. THE PROXY AND POWER OF ATTORNEY HEREIN GRANTED, 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, and such payments made by Agent to become obligations of the respective Debtor to Agent, due and payable immediately without demand; AND EACH STOCK POWER AND SIMILAR POWER NOW OR HEREAFTER GRANTED (f) To sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and (g) 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 the respective Debtor's 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, including, without limitation, to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdictionINCLUDING ANY EVIDENCED BY A SEPARATE WRITING), relating to all or any part of the Collateral without the signature of such Debtor. Each Debtor hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8. Neither Agent nor any Person designated by Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in forceARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE PRIOR TO FINAL PAYMENT IN FULL OF THE OBLIGATIONS.

Agent Appointed Attorney. INin-FACT Fact -------------------------------- Each Debtor hereby irrevocably appoints Agent as such Debtor's attorney-in-in- fact, with full authority in the place and stead of such Debtor and in the name of such Debtor, Agent or otherwise, from time to time after the occurrence and during the continuation continuance of an Event of Default, in Agent's discretion, discretion to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to Agent; (b) to ask, demand, collect, sue xxxxxx 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; (c) to receive, endorse, and collect any drafts or other Instruments instruments, documents and Documents chattel paper, in connection with clauses (a) and (b)aboveb) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent with respect to any of the Collateral; (e) 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, and such payments made by Agent to become obligations of the respective Debtor to Agent, due and payable immediately without demand; (f) To to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents (including without limitation financing statements, continuation statements and other documents necessary or advisable to perfect the Security Interests) relating to the Collateral; and (g) 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 the respective such Debtor's 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, including, without limitation, to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Debtor. Each Debtor hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8. Neither Agent nor any Person person designated by Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in force.

Agent Appointed Attorney. IN-FACT Each Debtor FACT. Grantor hereby irrevocably appoints Agent as such DebtorGrantor's attorney-in-fact, with full authority in the place and stead of such Debtor Grantor and in the name of such DebtorGrantor, Agent or otherwise, from time to time after upon the occurrence and during the continuation continuance of an Event of Default, Default in Agent's discretion, discretion to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be maintained by Grantor or paid to AgentAgent pursuant to Section 8; (b) to askask for, demand, collect, sue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (c) to receive, endorse, endorse and collect any drafts or other Instruments instruments, documents and Documents chattel paper in connection with clauses (a) and (b)aboveb) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent with respect to any of the Collateral; (e) to pay or discharge taxes or Liens, Liens (other than Liens permitted under this Agreement or the Credit Agreement) 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, and any such payments made by Agent to become obligations of the respective Debtor Grantor to Agent, due and payable immediately without demand; (f) To 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 (g) 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 the respective DebtorGrantor's 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, including, without limitation, to file one or more financing or continuation statements, Collateral and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Debtor. Each Debtor hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8. Neither Agent nor any Person designated by Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in force.Agent's security

Agent Appointed Attorney. INin-FACT Each Debtor Fact -------------------------------- Borrower hereby irrevocably (until termination of this Agreement pursuant to Section 16 hereof) appoints Agent as such DebtorBorrower's attorney-in-fact, with full authority in the place and stead of such Debtor Borrower and in the name of such DebtorBorrower, Agent or otherwise, from time to time after the occurrence and during the continuation of an Event of Default, in Agent's discretion, discretion to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to Agent; (b) during an Event of Default, and after terminating the Management Underwriting and Servicing Agreement of even date herewith by and between Borrower and MCG Credit Corporation (the "Management Agreement"), to ask, demand, collect, sue xxxxxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the CollateralCollateral or to take any other action with respect to the Media Portfolio that is consistent with the Loan Documents and this Agreement; (c) to receive, endorse, and collect any drafts or other Instruments instruments, documents and Documents chattel paper, in connection with clauses (a) and (b)aboveb) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral during an Event of Default, or otherwise to enforce the rights of Agent with respect to any of the Collateral; (e) during 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, and such payments made by Agent to become obligations of the respective Debtor to Agent, due and payable immediately without demand; (f) To to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents (including without limitation financing statements, continuation statements and other documents necessary or advisable to perfect the Security Interests) relating to the Collateral; and (g) generally generally, during an Event of Default and after terminating the Management Agreement, 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 the respective DebtorBorrower's 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, including, without limitation, to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Debtor. Each Debtor Borrower hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8. Neither Agent nor any Person person designated by Agent shall be liable for any acts or omissions taken or omitted in good faith or for any good faith error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in force.

Agent Appointed Attorney. INin-FACT Each Debtor Fact. Guarantor hereby irrevocably appoints the Agent as such DebtorGuarantor's attorney-in-fact, with full authority in the place and stead of such Debtor Guarantor and in the name of such DebtorGuarantor, the Agent or otherwise, from time to time to, after the occurrence and during the continuation continuance of an Event of Default, in Agent's discretion, to take any action and to execute any instrument that which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to Agentthe Agent pursuant to Section 7; (b) to ask, demand, collect, sue xxxxxx 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; (c) to receive, endorse, assign, and collect any and all checks, notes, drafts or and other Instruments negotiable and Documents non-negotiable instruments, documents and chattel paper, in connection with clauses clause (a) or (b) above, and (b)aboveGuarantor waives notice of presentment, protest and non-payment of any instrument, document or chattel paper so endorsed or assigned; (d) to file any claims or take any action or institute any proceedings that which the Agent or any Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent any Bank with respect to any of the Collateral;; and (e) 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, and such payments made by Agent to become obligations of the respective Debtor to Agent, due and payable immediately without demand; (f) To sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; and (g) generally to sell, transfer, pledge, make any agreement with respect to assign or otherwise deal in or with any of the Collateral or the proceeds or avails thereof, as fully full and completely effectually as though if the Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and the respective Debtor's 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, including, without limitation, to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Debtorthereof. Each Debtor Guarantor hereby ratifies and approves all acts other than those which result from the Agent's gross negligence or willful misconduct, of Agent made or taken the Agent, as its attorney in-fact, pursuant to this Section 8. Neither Agent nor any Person designated by Agent shall 10, and the Agent, as its attorney-in-fact, will not be liable for any acts of commission or omissions or omission, nor for any error of judgment or mistake of fact or lawlaw other than those which result from the Agent's gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Security Agreement shall remain remains in forceeffect. Guarantor also authorizes the Agent, at any time and from time to time, to communicate in its own name with any party to any contract, agreement or instrument included in the Collateral with regard to the assignment of such contract, agreement or instrument and other matters relating thereto.

Agent Appointed Attorney. INin-FACT Fact -------------------------------- Each Debtor Borrower hereby irrevocably appoints Agent as such DebtorBorrower's attorney-in-fact, with full authority in the place and stead of such Debtor Borrower and in the name of such DebtorBorrower, Agent or otherwise, from time to time after the occurrence and during the continuation continuance of an Event of Default, Default in Agent's discretion, discretion to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to Agent; (b) to ask, demand, collect, sue xxxxxx 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; (c) to receive, endorse, and collect any drafts or other Instruments instruments, documents and Documents chattel paper, in connection with clauses (a) and (b)aboveb) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent with respect to any of the Collateral; (e) 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, and such payments made by Agent to become obligations of the respective Debtor to Agent, due and payable immediately without demand; (f) To to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents (including without limitation financing statements, continuation statements and other documents necessary or advisable to perfect the Security Interests) relating to the Collateral; and (g) 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 the respective Debtor's 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, including, without limitation, to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Debtor. Each Debtor Borrower hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8. Neither Agent nor any Person person designated by Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in force.

Agent Appointed Attorney. IN-FACT Each Debtor Grantor hereby irrevocably appoints Agent as such Debtor's its attorney-in-fact, with full authority in the place and stead of such Debtor Grantor and in the name of such Debtor, Agent Grantor or otherwise, from at such time to time after the occurrence and during the continuation of as an Event of Default, in Agent's discretionDefault has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument that which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to Agent; (b) to ask, demand, collect, sue xxxxxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect connection with the Accounts or any other Collateral of any such Grantor; (b) to receive and open all mail addressed to such Grantor (except for mail from such Grantor’s legal counsel marked “privileged and confidential”) and to notify postal authorities to change the address for the delivery of the Collateralmail to such Grantor to that of Agent; (c) to receive, endorse, and collect any drafts or other Instruments and Documents in connection with clauses (a) and (b)aboveinstruments, documents, Negotiable Collateral or Chattel Paper; (d) to file any claims or take any action or institute any proceedings that which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral; (e) to pay repair, alter, or discharge taxes or Lienssupply goods, levied or placed upon or threatened against the Collateralif any, the legality or validity thereof and the amounts necessary to discharge fulfill in whole or in part the same purchase order of any Person obligated to be determined by Agent such Grantor in its sole discretion, and respect of any Account of such payments made by Agent to become obligations of the respective Debtor to Agent, due and payable immediately without demandGrantor; (f) To sign to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and endorse to collect any invoicesamounts due under Accounts, freight contracts or express bills, bills Negotiable Collateral of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateralsuch Grantor; and (g) generally to sellAgent, transfer, pledge, make any agreement with respect to or otherwise deal with any on behalf of the Collateral as fully Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and completely as though Intellectual Property Licenses and, if Agent were shall commence any such suit, the absolute owner thereof for all purposes, and to doappropriate Grantor shall, at the request of Agent's option , do any and the respective Debtor's expense, at any time or from time to time, all lawful acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral, including, without limitation, to file one or more financing or continuation statements, execute any and amendments thereto (or similar all proper documents reasonably required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature Agent in aid of such Debtorenforcement. Each Debtor To the extent permitted by law, each Grantor hereby ratifies and approves all acts of Agent made that such attorney shall lawfully do or taken pursuant cause to this Section 8. Neither Agent nor any Person designated be done by Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or lawvirtue hereof. This power, being power of attorney is coupled with an interest, is interest and shall be irrevocable so long as until this Agreement shall remain in forceis terminated.

Agent Appointed Attorney. IN-FACT Each Debtor hereby irrevocably appoints Agent as such Debtor's attorney-in-fact, with full authority in the place and stead of such Debtor and in the name of such Debtor, Agent or otherwise, from time to time after the occurrence and during the continuation of an Event of Default, in Agent's discretion, discretion to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to Agent; (b) to ask, demand, collect, sue xxxxxx 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; (c) to receive, endorse, and collect any drafts or other Instruments instruments, documents and Documents chattel paper, in connection with clauses (a) and (b)aboveb) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent with respect to any of the Collateral; (e) 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, and such payments made by Agent to become obligations of the respective Debtor to Agent, due and payable immediately without demand; (f) To to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents (including without limitation financing statements, continuation statements and other documents necessary or advisable to perfect the Security Interests) relating to the Collateral; and (g) 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 the respective Debtor's 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, including, without limitation, to file one or more financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Collateral without the signature of such Debtor. Each Debtor hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8. Neither Agent nor any Person person designated by Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in force.