Common use of Attorney-in-Fact Clause in Contracts

Attorney-in-Fact. Grantor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this Security Agreement, (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's security interest in, and to enforce such interests in the Collateral, and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, including endorsing Grantor's name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantor, changing the address of Grantor to that of Secured Party, opening all envelopes addressed to Grantor and applying any payments contained therein to the Obligations. Grantor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's Debtor’s name, place and stead, with full power of substitution, to to: (i) take such actions as are permitted in this Security Agreement, ; (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's ’s security interest in, and to enforce such interests in the Collateral, ; and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, the Credit Agreement, or otherwise at law or in equity, including endorsing Grantor's Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of GrantorDebtor, changing the address of Grantor Debtor to that of Secured Party, opening all envelopes addressed to Grantor Debtor and applying any payments contained therein to the Obligations, and changing any merchant accounts or instructions to Payment Processing Companies regarding any credit/debit card payments from Customers. Grantor Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Each Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's such Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's Debtor’s name, place and stead, with full power of substitution, to to: (i) take such actions as are permitted in this Security Agreement, ; (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's ’s security interest in, and to enforce such interests in the Collateral, ; and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, the Credit Agreement or through law or equity, including endorsing Grantor's such Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantorsuch Debtor, changing the address of Grantor such Debtor to that of Secured Party, opening all envelopes addressed to Grantor such Debtor and applying any payments contained therein to the Obligations, and changing any merchant accounts or instructions to Payment Processing Companies regarding any credit/debit card payments from Customers. Grantor Each Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Each Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's Debtor’s name, place and stead, with full power of substitution, to to: (i) take such actions as are permitted in this Security Agreement, ; (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's ’s security interest in, and to enforce such interests in the Collateral, ; and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, the Credit Agreement, or otherwise at law or in equity, including endorsing Grantor's Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of GrantorDebtor, changing the address of Grantor Debtor to that of Secured Party, opening all envelopes addressed to Grantor Debtor and applying any payments contained therein to the Obligations, and changing any merchant accounts or instructions to Payment Processing Companies regarding any credit/debit card payments from Account Debtors. Grantor Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Each Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's such Debtor’s true and lawful proxy and attorney-in-fact (and agent-inagentin-fact) in Grantor's Debtor’s name, place and stead, with full power of substitution, to to: (i) take such actions as are permitted in this Security Agreement, ; (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's ’s security interest in, and to enforce such interests in the Collateral, ; and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, the Credit Agreement or through law or equity, including endorsing Grantor's such Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantorsuch Debtor, changing the address of Grantor such Debtor to that of Secured Party, opening all envelopes addressed to Grantor such Debtor and applying any payments contained therein to the Obligations, and changing any merchant accounts or instructions to Payment Processing Companies regarding any credit/debit card payments from Customers. Grantor Each Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Each Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's name, place and stead, with full power of substitution, to to, upon the occurrence and during the continuation of an Event of Default, (i) take such actions as are permitted in this Security Agreement, (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's security interest in, and to enforce such interests in the Collateral, and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, including endorsing Grantor's name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantor, changing the address of Grantor to that of Secured Party, opening all envelopes addressed to Grantor and applying any payments contained therein to the Obligations. Grantor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Each Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's such Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's such Debtor’s name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this Security Agreement, (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's ’s security interest in, and to enforce such interests in the Collateral, and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, including endorsing Grantor's such Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantorsuch Debtor, changing the address of Grantor such Debtor to that of Secured Party, opening all envelopes addressed to Grantor Debtor and applying any payments contained therein to the Obligations. Grantor Each Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Each Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Each Loan Party hereby irrevocably makes, constitutes and appoints Secured Party the Lender (and any officer of Secured Party the Lender or any Person designated by Secured Party the Lender for that purpose) as Grantor's such Loan Party’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's such Loan Party’s name, place and stead, with full power of substitution, substitution to (i) take such actions as are permitted in this Security Agreement, (ii) execute file such financing statements and execute other documents and to do such other acts as Secured Party the Lender may require to perfect and preserve Secured Party's security interest the Lender’s Lien in, and to enforce such interests in the Collateral, and (iii) upon during the occurrence existence of an Event of Default, carry out any remedy provided for in this Security Agreement, including including, without limitation, endorsing Grantor's such Loan Party’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantorsuch Loan Party, changing the address of Grantor such Loan Party to that of Secured Partythe Lender, opening all envelopes addressed to Grantor such Loan Party and applying any payments contained therein to the Obligations. Grantor Each Loan Party hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Each Loan Party hereby ratifies and confirms all that such said attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Each Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's such Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's Debtor’s name, place and stead, with full power of substitution, to to: (i) take such actions as are permitted in this Security Agreement, ; (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's ’s security interest in, and to enforce such interests in the Collateral, ; and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, the Credit Agreement or through law or equity, including endorsing Grantor's such Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantorsuch Debtor, changing the address of Grantor such Debtor to that of Secured Party, opening all envelopes addressed to Grantor such Debtor and applying any payments contained therein to the Obligations, and changing any merchant accounts or instructions to Payment Processing Companies regarding any credit/debit card payments from Account Debtors. Grantor Each Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Each Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Each Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's such Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's such Debtor’s name, place and stead, with full power of substitution, to to: (i) take such actions as are permitted in this Security Agreement, ; (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's ’s security interest in, and to enforce such interests in the Collateral, ; and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, the Debentures, the Purchase Agreement, or otherwise at law or in equity, including endorsing Grantor's such Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantorsuch Debtor, changing the address of Grantor Debtor to that of Secured Party, opening all envelopes addressed to Grantor such Debtor and applying any payments contained therein to the Obligations, and changing any merchant accounts or instructions to such Debtor’s payment processing service providers regarding any credit/debit card payments from any of its customers. Grantor Each Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Each Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor The Debtor hereby irrevocably makes, constitutes and appoints the Secured Party (and any officer of the Secured Party or any Person designated by the Secured Party for that purpose) as Grantor's the Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's the Debtor’s name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this Security Agreement, (ii) execute such financing statements and other documents and to do such other acts as the Secured Party may require to perfect and preserve the Secured Party's ’s security interest in, and to enforce such interests in the Collateral, and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, including endorsing Grantor's the Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantorthe Debtor, changing the address of Grantor the Debtor to that of the Secured Party, opening all envelopes addressed to Grantor the Debtor and applying any payments contained therein to the Obligations. Grantor The Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor The Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's Debtor’s name, place and stead, with full power of substitution, to to: (i) take such actions as are permitted in this Security Agreement, ; (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's ’s security interest in, and to enforce such interests in the Collateral, ; and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, the Credit Agreement or through law or equity, including endorsing Grantor's Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of GrantorDebtor, changing the address of Grantor Debtor to that of Secured Party, opening all envelopes addressed to Grantor Debtor and applying any payments contained therein to the Obligations, and changing any merchant accounts or instructions to Payment Processing Companies regarding any credit/debit card payments from Customers. Grantor Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Each Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's such Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's Debtor’s name, place and stead, with full power of substitution, to to: (i) take such actions as are permitted in this Security Agreement, ; (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's ’s security interest in, and to enforce such interests in the Collateral, ; and (iii) upon the occurrence and during the continuance of an Event of Default, carry out any remedy provided for in this Security Agreement, the Credit Agreement or through law or equity, including endorsing Grantor's such Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantorsuch Debtor, changing the address of Grantor such Debtor to that of Secured Party, opening all envelopes addressed to Grantor such Debtor and applying any payments contained therein to the Obligations, and changing any merchant accounts or instructions to Payment Processing Companies regarding any credit/debit card payments from Customers. Grantor Each Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Each Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's Debtor’s name, place and stead, with full power of substitution, to to: (i) take such actions as are permitted in this Security Agreement, ; (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's ’s security interest in, and to enforce such interests in the Collateral, ; and (iii) upon the occurrence of an Event of Defaultdefault under this Security Agreement under the Purchase Agreement, carry out any remedy provided for in this Security Agreement, the Purchase Agreement, or otherwise at law or in equity, including endorsing Grantor's Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of GrantorDebtor, changing the address of Grantor Debtor to that of Secured Party, opening all envelopes addressed to Grantor Debtor and applying any payments contained therein to the Obligations, and changing any merchant accounts or instructions to Payment Processing Companies regarding any credit/debit card payments from Customers. Grantor Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor The Borrower hereby irrevocably makes, constitutes and appoints each Lender and the Secured Party Representative (and any officer of Secured Party any Lender or any Person party designated by Secured Party any Lender for that purpose) as Grantor's the Borrower’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's the Borrower’s name, place and stead, with full power of substitution, to (ia) take such actions as are permitted in this Security Agreement, (iib) execute such financing statements and other documents and to do such other acts as any Lender or the Secured Party Representative may reasonably require to perfect and preserve Secured Party's any Lender’s security interest in, and to enforce such interests in the Collateral, and (iiic) upon the occurrence and during the continuance of an Event of Default, carry out any remedy provided for in this Security Agreement, including endorsing Grantor's the Borrower’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantorthe Borrower, changing the address of Grantor the Borrower to that of a Lender or the Secured PartyParty Representative, opening all envelopes addressed to Grantor the Borrower and applying any payments contained therein to the Obligations. Grantor The Borrower hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor The Borrower hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as GrantorDebtor's true and lawful proxy and attorney-in-fact (and agent-in-fact) in GrantorDebtor's name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this Security Agreement, (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's security interest in, and to enforce such interests in the Collateral, and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, including endorsing GrantorDebtor's name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of GrantorDebtor, changing the address of Grantor Debtor to that of Secured Party, opening all envelopes addressed to Grantor Debtor and applying any payments contained therein to the Obligations. Grantor Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor hereby irrevocably makes, constitutes and appoints the Secured Party Parties (and any officer of the Secured Party Parties or any Person designated by the Secured Party Parties for that purpose) as Grantor's true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this Security Agreement, (ii) execute such financing statements and other documents and to do such other acts as the Secured Party Parties may require to perfect and preserve the Secured Party's Parties’ security interest in, and to enforce such interests in the Collateral, and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, including endorsing Grantor's name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantor, changing the address of Grantor to that of the Secured PartyParties, opening all envelopes addressed to Grantor and applying any payments contained therein to the Obligations. Grantor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor The Debtor hereby irrevocably makes, constitutes and appoints Secured Party the Administrative Agent (and any officer of Secured Party the Administrative Agent or any Person designated by Secured Party the Administrative Agent for that purpose) as Grantorthe Debtor's true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantorthe Debtor's name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this Security Agreement, (ii) execute such financing statements and other documents and to do such other acts as Secured Party the Administrative Agent may require to perfect and preserve Secured Partythe Administrative Agent 's security interest in, and to enforce such interests in the Collateral, and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, including endorsing Grantorthe Debtor's name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantorthe Debtor, changing the address of Grantor the Debtor to that of Secured Partythe Administrative Agent , opening all envelopes addressed to Grantor the Debtor and applying any payments contained therein to the Obligations. Grantor The Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor The Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as GrantorDebtor's true and lawful proxy and attorney-in-fact (and agent-in-fact) in GrantorDebtor's name, place and stead, with full power of substitution, to to: (i) take such actions as are permitted in this Security Agreement, ; (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's security interest in, and to enforce such interests in the Collateral, ; and (iii) upon the occurrence and continuance of an Event of Default, carry out any remedy provided for in this Security Agreement, the Credit Agreement, or otherwise at law or in equity, including endorsing GrantorDebtor's name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of GrantorDebtor, changing the address of Grantor Debtor to that of Secured Party, opening all envelopes addressed to Grantor Debtor and applying any payments contained therein to the Obligations. Grantor Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor Debtor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.

Attorney-in-Fact. Grantor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated by Secured Party for that purpose) as Grantor's ’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Grantor's ’s name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this Security Agreement, (ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and preserve Secured Party's ’s security interest in, and to enforce such interests in the Collateral, and (iii) upon the occurrence of an Event of Default, carry out any remedy provided for in this Security Agreement, including endorsing Grantor's ’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Grantor, changing the address of Grantor to that of Secured Party, opening all envelopes addressed to Grantor and applying any payments contained therein to the Obligations. Grantor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Grantor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Security Agreement.