Common use of Agent Appointed Attorney Clause in Contracts

Agent Appointed Attorney. IN-FACT. Grantor hereby irrevocably appoints Agent as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor, Agent or otherwise, from time to time upon the occurrence and during the continuance 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 maintained by Grantor or paid to Agent pursuant to Section 8; (b) to ask for, demand, collect, sue ▇▇▇, 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, documents and chattel paper 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 (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, any such payments made by Agent to become obligations of Grantor 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, 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 Grantor'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 and Agent's security

Agent Appointed Attorney. IN-FACT. Each Grantor hereby irrevocably appoints Agent as Grantor's its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of Grantor, Agent such Grantor or otherwise, from at such time to time upon the occurrence and during the continuance of as an Event of Default in Agent's discretion 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 maintained by Grantor or paid to Agent pursuant to Section 8; (b) to ask forask, demand, collect, sue ▇▇▇▇ 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 endorse, and collect any drafts or other instruments, documents and chattel paper in connection with clauses (a) and (b) abovedocuments, 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 Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateralsupply goods, the legality or validity thereof and the amounts if any, 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, respect of any Account of such payments made by Agent to become obligations of Grantor to Agent, due and payable immediately without demandGrantor; (f) to sign 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, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateralsuch Grantor; and (g) upon the occurrence and during the continuation of an Event of DefaultAgent, generally to sell, 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 Grantor's expense, at any time or from time to time, all lawful acts and things execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that Agent deems necessary such attorney shall lawfully do or cause to protect, preserve or realize upon the Collateral be done by virtue hereof. This power of attorney is coupled with an interest and Agent's securityshall be irrevocable until this Agreement is terminated.

Agent Appointed Attorney. IN-FACT. Grantor FACT Each Debtor hereby irrevocably appoints Agent as Grantorsuch Debtor's attorney-in-fact, with full authority in the place and stead of Grantor such Debtor and in the name of Grantorsuch Debtor, Agent or otherwise, from time to time upon after the occurrence and during the continuance continuation 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 Agent pursuant to Section 8Agent; (b) to ask forask, demand, collect, sue ▇▇▇, 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, documents Instruments and chattel paper Documents 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 (other than Liens permitted under this Agreement or the Credit Agreement) 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 and such payments made by Agent to become obligations of Grantor 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, 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 Grantorthe 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 Agent's securityapproves 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. INin-FACT. Grantor Fact -------------------------------- Borrower hereby irrevocably (until termination of this Agreement pursuant to Section 16 hereof) appoints Agent as GrantorBorrower's attorney-in-fact, with full authority in the place and stead of Grantor Borrower and in the name of GrantorBorrower, Agent or otherwise, from time to time upon the occurrence and during the continuance 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 maintained by Grantor or paid to Agent pursuant to Section 8Agent; (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 forask, demand, collect, sue ▇▇▇▇ 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 endorse, and collect any drafts or other instruments, documents and chattel paper paper, 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 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 (other than Liens permitted under this Agreement or the Credit Agreement) 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 Grantor 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, drafts against debtors, 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) upon the occurrence and generally, during the continuation of an Event of DefaultDefault and after terminating the Management Agreement, 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 GrantorBorrower'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 Collateral. Borrower hereby ratifies and Agent's securityapproves 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 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. IN-FACT. Grantor FACT Debtor hereby irrevocably appoints Agent as GrantorDebtor's attorney-in-fact, with full authority in the place and stead of Grantor Debtor and in the name of GrantorDebtor, Agent or otherwise, from time to time upon the occurrence and during the continuance 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 maintained by Grantor or paid to Agent pursuant to Section 8Agent; (b) to ask forask, demand, collect, sue ▇▇▇▇ 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 endorse, and collect any drafts or other instruments, documents and chattel paper paper, 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 (other than Liens permitted under this Agreement or the Credit Agreement) 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 Grantor 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, drafts against debtors, 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) 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 GrantorDebtor'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 Collateral. Debtor hereby ratifies and Agent's securityapproves 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. INin-FACT. Grantor Fact -------------------------------- Each Borrower hereby irrevocably appoints Agent as Grantorsuch Borrower's attorney-in-fact, with full authority in the place and stead of Grantor such Borrower and in the name of Grantorsuch Borrower, Agent or otherwise, from time to time upon after the occurrence and during the continuance 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 maintained by Grantor or paid to Agent pursuant to Section 8Agent; (b) to ask forask, demand, collect, sue ▇▇▇▇ 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 endorse, and collect any drafts or other instruments, documents and chattel paper paper, 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 (other than Liens permitted under this Agreement or the Credit Agreement) 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 Grantor 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, drafts against debtors, 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) 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 Grantor'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 Collateral. Each Borrower hereby ratifies and Agent's securityapproves 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. INin-FACTFact. Grantor Guarantor hereby irrevocably appoints the Agent as GrantorGuarantor's attorney-in-fact, with full authority in the place and stead of Grantor Guarantor and in the name of GrantorGuarantor, the Agent or otherwise, from time to time upon to, after the occurrence and during the continuance of an Event of Default in Agent's discretion to Default, 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 maintained by Grantor or paid to the Agent pursuant to Section 87; (b) to ask forask, demand, collect, sue ▇▇▇▇ 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 endorse, assign, and collect any and all checks, notes, drafts or and other negotiable and non-negotiable instruments, documents and chattel paper paper, in connection with clauses clause (a) and or (b) above, and Guarantor 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 (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, any such payments made by Agent to become obligations of Grantor 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, 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 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 thereof. Guarantor hereby ratifies and approves all purposesacts other than those which result from the Agent's gross negligence or willful misconduct, of the Agent, as its attorney in-fact, pursuant to this Section 10, and to dothe Agent, at 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 those which result from the Agent's option and Grantor's expensegross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Security Agreement remains in effect. Guarantor also authorizes the Agent, at any time or and from time to time, all acts and things that Agent deems necessary to protectcommunicate in its own name with any party to any contract, preserve agreement or realize upon instrument included in the Collateral with regard to the assignment of such contract, agreement or instrument and Agent's securityother matters relating thereto.

Agent Appointed Attorney. INin-FACT. Grantor Fact -------------------------------- Each Debtor hereby irrevocably appoints Agent as Grantorsuch Debtor's attorney-in-in- fact, with full authority in the place and stead of Grantor such Debtor and in the name of Grantorsuch Debtor, Agent or otherwise, from time to time upon after the occurrence and during the continuance of an Event of Default 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 maintained by Grantor or paid to Agent pursuant to Section 8Agent; (b) to ask forask, demand, collect, sue ▇▇▇▇ 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 endorse, and collect any drafts or other instruments, documents and chattel paper paper, 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 (other than Liens permitted under this Agreement or the Credit Agreement) 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 Grantor 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, drafts against debtors, 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) 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 Grantorsuch 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 Collateral. Each Debtor hereby ratifies and Agent's securityapproves 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. FACT -------------------------------- Each Grantor hereby irrevocably appoints Agent as such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, Agent or otherwise, from time to time upon following the occurrence and during the continuance of an Event of Default 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 limitationlimitation the following: (a) to obtain and adjust insurance required to be maintained by Grantor or paid to Agent pursuant to Section 8Agent; (b) to ask forask, demand, collect, sue ▇▇▇▇ 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 endorse, and collect any drafts or other instruments, documents and chattel paper paper, 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 (other than Liens permitted under this Agreement or the Credit Agreement) 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 and such payments made by Agent to become obligations of Grantor Grantors to Agent, due and payable immediately without demand; (f) 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, drafts against debtors, 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) 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 Grantor'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 Collateral. Grantor hereby ratifies and Agent's securityapproves 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. Grantor Debtor hereby irrevocably appoints Agent as GrantorDebtor's attorney-in-fact, with full authority in the place and stead of Grantor Debtor and in the name of Grantor, Agent Debtor or otherwise, from time to time upon the occurrence and during the continuance 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 maintained by Grantor or paid to Agent pursuant to Section 84.3 herein; (b) to ask forask, demand, collect, sue ▇▇▇▇ 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 and collect any drafts or other instruments, documents documents, and chattel paper in connection with clauses (a) and (b) above;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 Liens TO 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, AND EACH STOCK POWER AND SIMILAR POWER NOW OR HEREAFTER GRANTED (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the CollateralINCLUDING ANY EVIDENCED BY A SEPARATE WRITING), 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 Grantor 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, 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 Grantor'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 and Agent's securityARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE PRIOR TO FINAL PAYMENT IN FULL OF THE OBLIGATIONS.