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

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) any Grantor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (A) pay the premiums in respect of all required insurance policies hereunder, (B) pay taxes, (C) make repairs, (D) discharge Liens and (E) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms of Section 10.04 of the Credit Agreement. Neither the provisions of this SECTION 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. (ii) Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreement, from time to time after the occurrence and during the continuation of an Event of Default, to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems necessary to accomplish the purposes of this Agreement. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor shall fail to perform any covenants contained in this Security Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms provisions of Section 10.04 12.6 of the Credit Agreement. Neither the provisions of this SECTION Section 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION Section 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. (ii) . Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation of an Event of Default, Default in the Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Collateral Documents which the Agent reasonably deems may deem necessary to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) any If Grantor shall fail to perform any covenants contained in this Security Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors Grantor in accordance with the terms provisions of Section 10.04 of the Credit AgreementSECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. (ii) Each . Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation of an Event of Default, Default in the Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems may deem necessary to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor shall fail to perform any covenants contained in this Security Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms provisions of Section 10.04 of the Credit AgreementSECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. (ii) . Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation of an Event of Default, Default in the Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems may deem necessary to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor shall fail to perform any covenants contained in this Security Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement and within five (5) Business Days after the Agent has requested that it do so (including, without limitation, such Grantor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms provisions of Section 10.04 of the Credit AgreementSECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. (ii) . Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation continuance of an Event of Default, Default in the Agent’s reasonable discretion to take any and all appropriate action and to execute any instrument in respect of the Collateral and consistent with the terms of the Credit Agreement and the other Security Documents which the Agent may deem reasonably deems necessary to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) any Grantor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (A) pay the premiums in respect of all required insurance policies hereunder, (B) pay taxes, (C) make repairs, (D) discharge Liens and (ED) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms of Section 10.04 10.4 of the Credit Agreement. Neither the provisions of this SECTION 9.2 10.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 10.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. (ii) Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreement, from time to time after the occurrence and during the continuation of an Event of Default, to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems necessary to accomplish the purposes of this Agreement. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(iiSECTION 10.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(iiSECTION 10.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor shall fail to perform any covenants contained in this Security Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) if any representation or warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend reasonable funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required herebyhereby and which such Grantor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms provisions of Section 10.04 of the Credit AgreementSECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. (ii) . Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation of an Event of Default, Default in the Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems may deem necessary to accomplish the purposes hereof. Except where prior notice is expressly not required (or expressly required) by the terms of this Agreement, the Agent shall use commercially reasonable efforts to provide notice to the Grantor prior to taking any action taken in the preceding sentence; provided, that failure to deliver such notice (other than any notice expressly required hereby) shall not limit the Agent’s right to take such action or the validity of such action. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) any Grantor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (A) pay the premiums in respect of all required insurance policies hereunder, (B) pay taxes, (C) make repairs, (D) discharge Liens and (ED) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms of Section 10.04 10.4 of the Credit Agreement. Neither the provisions of this SECTION 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. (ii) Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreement, from time to time after the occurrence and during the continuation of an Event of Default, to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems necessary to accomplish the purposes of this Agreement. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section SECTION 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section SECTION 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, including such Grantor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) unless being contested in accordance with the terms of the Credit Agreement, pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (Ciii) make repairs, (Div) unless being contested in accordance with the terms of the Credit Agreement, discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to under any Pledged Collateral) or (2) any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lienLien, imposition or other obligation which such Grantor fails to pay or perform as and when required herebyhereby and which such Grantor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms of Section 10.04 provisions of the Credit Agreement. Neither the provisions of this SECTION 9.2 Section 11.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. (ii) . Each Grantor hereby appoints the Agent its attorney-in-fact, with full power and authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time in the Agent’s discretion, after the occurrence and during the continuation continuance of an Event of Default, to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Documents which the Agent reasonably deems may deem necessary or advisable to accomplish the purposes of this Agreementhereof (but the Agent shall not be obligated to and shall have no liability to such Grantor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) any Grantor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (A) pay the premiums in respect of all required insurance policies hereunder, (B) pay taxes, (C) make repairs, (D) discharge Liens and (ED) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms of Section 10.04 of the Credit Agreement. Neither the provisions of this SECTION 9.2 7.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 7.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. (ii) Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreement, from time to time after the occurrence and during the continuation of an Event of Default, to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems necessary to accomplish the purposes of this Agreement. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii7.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii7.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During Subject to SECTION 10.14, applicable Law (including, without limitation, Gaming Laws) and any applicable Customary Intercreditor Agreement, during the continuance of an Event of Default, if (1) any Grantor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (A) pay the premiums in respect of all required insurance policies hereunder, (B) pay taxes, (C) make repairs, (D) discharge Liens and (ED) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms of Section 10.04 10.4 of the Credit Agreement. Neither the provisions of this SECTION 9.2 10.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 10.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. (ii) Each Subject to SECTION 10.14, applicable Law (including, without limitation, Gaming Laws) and any applicable Customary Intercreditor Agreement, each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreement, from time to time after the occurrence and during the continuation continuance of an Event of Default, to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems necessary to accomplish the purposes of this Agreement. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(iiSECTION 10.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(iiSECTION 10.2(ii) unless an Event of Default shall have occurred and be continuing.. KE 81221769.9 US-DOCS\127475406.10

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor Pledgor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, including such GrantorPledgor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to Pledgor under any Pledged Collateral) or (2) if any representation or warranty on the part of any Grantor Pledgor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor Pledgor fails to pay or perform as and when required herebyhereby and which such Pledgor does not contest in accordance in accordance with the provisions of Section 4.11 hereof. Any and all amounts so expended by the Agent shall be paid by the Grantors Pledgors in accordance with the terms provisions of Section 10.04 13 of the Credit Purchase Agreement. Neither the provisions of this SECTION 9.2 Section 11.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. (ii) . Each Grantor Pledgor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor Pledgor and in the name of such GrantorPledgor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after in the occurrence and during the continuation of an Event of Default, Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Purchase Agreement, this Agreement and the other Security Documents which the Agent reasonably deems may deem necessary or advisable to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor Pledgor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, including such GrantorPledgor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion, of the Pledged Collateral, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to Pledgor under any Pledged Collateral) or (2) if any representation or warranty on the part of any Grantor Pledgor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lienLien, imposition or other obligation which such Grantor Pledgor fails to pay or perform as and when required herebyhereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Agent shall be paid by the Grantors Pledgors in accordance with the terms provisions of Section 10.04 9.05 of the Credit Agreement. Neither the provisions of this SECTION 9.2 Section 11.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. (ii) . Each Grantor Pledgor hereby appoints the Agent its attorney-in-fact, with full power and authority in the place and stead of such Grantor Pledgor and in the name of such GrantorPledgor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after in the occurrence and during the continuation of an Event of Default, Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Loan Documents which the Agent may reasonably deems deem necessary or advisable to accomplish the purposes hereof (but the Agent shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action); provided, however, that such power of this Agreementattorney may not be exercised unless an Event of Default has occurred and is continuing. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor Pledgor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, including such Grantor’s Pledgor's covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to Pledgor under any Pledged Collateral) or (2) if any representation or warranty on the part of any Grantor Pledgor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; providedPROVIDED, howeverHOWEVER, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor Pledgor fails to pay or perform as and when required herebyhereby and which such Pledgor does not contest in accordance in accordance with the provisions of SECTION 4.11 hereof. Any and all amounts so expended by the Agent shall be paid by the Grantors Pledgors in accordance with the terms provisions of Section 10.04 SECTION 13 of the Credit Purchase Agreement. Neither the provisions of this SECTION 9.2 11.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. (ii) . Each Grantor Pledgor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor Pledgor and in the name of such GrantorPledgor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after in the occurrence and during the continuation of an Event of Default, Agent's discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Purchase Agreement, this Agreement and the other Security Documents which the Agent reasonably deems may deem necessary or advisable to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) any Grantor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (A) pay the premiums in respect of all required insurance policies hereunder, (B) pay taxes, (C) make repairs, (D) discharge Liens and (ED) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms of Section 10.04 of the Credit Agreement. Neither the provisions of this SECTION 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. (ii) Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreement, from time to time after the occurrence and during the continuation of an Event of Default, to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems necessary to accomplish the purposes of this Agreement. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section SECTION 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section SECTION 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor shall fail to perform any covenants contained in this Security Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement and within five (5) Business Days after the Agent has requested that it do so (including, without limitation, such Grantor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms provisions of Section 10.04 of the Credit AgreementSECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. (ii) . Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation continuance of an Event of Default, Default in the Agent’s reasonable discretion to take any and all appropriate action and to execute any instrument in respect of the Collateral and consistent with the terms of the Credit Agreement and the other Security |US-DOCS\118204566.6|| Documents which the Agent may deem reasonably deems necessary to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor shall fail to perform any covenants contained in this Security Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement Transaction Documents (including, without limitation, such Grantor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms provisions of Section 10.04 of the Credit AgreementSECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor or any breach of warranty from constituting an Event of Default. (ii) . Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation of an Event of Default, Default in the Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Transaction Documents which the Agent reasonably deems may deem necessary to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor Pledgor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such GrantorPledgor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to Pledgor under any Collateral) or (2) if any warranty on the part of any Grantor Pledgor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor Pledgor fails to pay or perform as and when required herebyhereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Agent shall be paid by the Grantors Pledgors in accordance with the terms provisions of Section 10.04 of the Credit Agreement10.3 hereof. Neither the provisions of this SECTION 9.2 Section 10.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 Section 10.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. (ii) . Each Grantor Pledgor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor Pledgor and in the name of such GrantorPledgor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation of an Event of Default, Default in the Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems may deem necessary to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor shall fail to perform any covenants contained in this Security Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all reasonable amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms provisions of Section 10.04 of the Credit AgreementSECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor or any such breach of warranty from constituting an Event of Default. (ii) . Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation continuance of an Event of Default, Default in the Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems may deem necessary to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor shall fail to perform any covenants contained in this Security Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (A) pay the premiums in respect of all required insurance policies hereunder, (B) pay taxes, (C) make repairs, (D) discharge Liens and (E) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) any warranty on the part of any Grantor contained herein shall be breachedAgreement, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms provisions of Section 10.04 of the Credit AgreementSECTION 9.3 hereof. Neither the provisions of this SECTION 9.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. (ii) . Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation of an Event of Default, Default in the Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems may deem necessary to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereofhereof until the termination of this Agreement in accordance with SECTION 9.5. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of If an Event of DefaultDefault exists or has occurred and is continuing, if (1) any Grantor shall fail fails to perform any covenants contained in this Security Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantor’s covenants to (Aa) pay the premiums in respect of all required insurance policies hereunder, (Bb) pay taxesClaims, (Cc) make repairs, (Dd) discharge Liens and or (Ee) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for failure to perform such purposecovenant; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required herebyhereby and which such Grantor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms provisions of Section 10.04 of the Credit Agreement8.3 hereof. Neither the provisions of this SECTION 9.2 Section 8.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 Section 8.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. (ii) . Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time, at any time after the occurrence and during the continuation of an Event of DefaultDefault exists or has occurred and is continuing, in the Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement and the other Security Documents which the Agent reasonably deems may deem necessary to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) any Grantor If Pledgor shall fail to perform any covenants contained in this Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Agreement (including, without limitation, such Grantorincluding Pledgor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to Pledgor under any Pledged Collateral) or (2) if any representation or warranty on the part of any Grantor Pledgor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor Pledgor fails to pay or perform as and when required herebyhereby and which Pledgor does not contest in accordance in accordance with the provisions of Section 4.11 hereof. Any and all amounts so expended by the Agent shall be paid by the Grantors Pledgor in accordance with the terms provisions of Section 10.04 11.03 of the Credit Agreement. Neither the provisions of this SECTION 9.2 Section 11.2 nor any action taken by the Agent pursuant to the provisions of this SECTION 9.2 Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. (ii) Each Grantor . Pledgor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor Pledgor and in the name of such GrantorPledgor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation continuance of an Event of Default, Default in the Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Security Documents which the Agent reasonably deems may deem necessary or advisable to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.

Agent May Perform; Agent Appointed Attorney-in-Fact. (i) During the continuance of an Event of Default, if (1) If any Grantor shall fail to perform any covenants contained in this Security Agreement or, with respect to covenants relating to the protection or preservation of the Collateral, in the Credit Term Loan Agreement (including, without limitation, such Grantor’s covenants to (Ai) pay the premiums in respect of all required insurance policies hereunder, (Bii) pay taxesClaims, (Ciii) make repairs, (Div) discharge Liens and or (Ev) pay or perform any other obligations of such Grantor with respect to any Collateral) or (2) if any warranty on the part of any Grantor contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby. Any and all amounts so expended by the Agent shall be paid by the Grantors in accordance with the terms provisions of Section 10.04 of the Credit AgreementSECTION 8.3 hereof. Neither the provisions of this SECTION 9.2 8.2 nor any action taken by Agent pursuant to the provisions of this SECTION 9.2 8.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. (ii) . Each Grantor hereby appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or in its own name, for the purpose of carrying out the terms of this Agreementotherwise, from time to time after the occurrence and during the continuation of an Event of Default, Default in the Agent’s discretion to take any and all appropriate action and to execute any instrument consistent with the terms of the Credit Term Loan Agreement and the other Security Documents which the Agent reasonably deems may deem necessary to accomplish the purposes of this Agreementhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 9.2(ii) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 9.2(ii) unless an Event of Default shall have occurred and be continuing.