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

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event of Default shall have occurred and be continuing, Collateral Agent may (but shall not be obligated to) remedy or cause to be remedied any such breach, and may expend funds for such purpose; provided that, Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such Pledgor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 of the Credit Agreement. Any and all amounts so expended by Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 7.03. Neither the provisions of this Section 7.02 nor any action taken by Collateral Agent pursuant to the provisions of this Section 7.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. Each Pledgor hereby appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time during the continuance of an Event of Default in Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms hereof and the other Loan Documents that Collateral Agent may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is an irrevocable power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event any Grantor shall fail to perform any covenants contained in this Agreement, in any of Default the Security Documents or in the Indenture and each Permitted Additional Pari Passu Lien Agreement or if any warranty on the part of any Grantor contained herein shall have occurred and be continuingbreached, the Collateral Agent may (but shall not be obligated to) remedy do the same or cause it to be remedied done or remedy any such breach, and may expend funds for such purpose; provided thatprovided, however, that Collateral Agent shall in no event be bound to inquire into the validity of any tax, lienLien, imposition or other obligation that which such Pledgor Grantor fails to pay or perform as and when required hereby and that which such Pledgor Grantor does not contest in accordance with the provision of Section 6.02 provisions of the Credit Indenture and each Permitted Additional Pari Passu Lien Agreement. Any and all amounts so expended by Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 7.03. Neither the provisions of this Section 7.02 SECTION 11.2 nor any action taken by Collateral Agent pursuant to the provisions of this Section 7.02 SECTION 11.2 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. Each Pledgor Grantor hereby appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor Grantor and in the name of such PledgorGrantor, or otherwise, from time to time after the occurrence and during the continuance continuation of an Event of Default in the Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms hereof of the Indenture and each Permitted Additional Pari Passu Lien Agreement and the other Loan Security Documents that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event of Default shall have occurred and be continuing, the Collateral Agent may (but shall not be obligated to) remedy or cause to be remedied any such breach, and may expend funds for such purpose; provided thatprovided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that which such Pledgor fails to pay or perform as and when required hereby and that which such Pledgor does not contest in accordance with the provision of Section 6.02 of the Credit Agreement. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 7.036.03 hereof. Neither the provisions of this Section 7.02 6.02 nor any action taken by Collateral Agent pursuant to the provisions of this Section 7.02 6.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time during the continuance of an Event of Default in the Collateral Agent’s 's discretion to take any action and to execute any instrument consistent with the terms hereof and the other Loan Documents that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof. Except where prior notice is expressly required by the terms of this Agreement, the Collateral Agent shall provide prompt notice to the Pledgor following any action taken in the preceding sentence, provided that failure to deliver such notice shall not limit the Collateral Agent's right to take such action or the validity of any such action. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event Pledgor shall fail to do any act or thing that it has covenanted to do hereunder or any warranty on the part of Default Pledgor contained herein shall have occurred and be continuingbreached, Collateral Agent or any Secured Party may (but shall not be obligated to) remedy do the same or cause it to be remedied done or remedy any such breach, and may may, following five Business Days' prior written notice to Pledgor of its intention to do so, expend funds for such purpose; provided that, Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such Pledgor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 of the Credit Agreement. Any and all amounts so expended by Collateral Agent or such Secured Party shall be paid by Pledgor within ten Business Days after demand therefor, with interest at the Pledgors highest rate then in accordance with effect under the provisions Credit Agreement during the period from and including the date on which such funds were so expended to the date of repayment. Pledgor's obligations under this Section 7.03. Neither 15 shall survive the provisions termination of this Section 7.02 nor Agreement and the discharge of Pledgor's other obligations under this Agreement, the Credit Agreement, any action taken by Collateral Agent pursuant to Interest Rate Agreement and the provisions of this Section 7.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Defaultother Credit Documents. Each Pledgor hereby appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time during the continuance of an Event of Default in Collateral Agent’s 's reasonable discretion to take any action and to execute any instrument consistent with the terms hereof of this Agreement and the other Loan Credit Documents that which Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes hereofof this Agreement. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereofof this Agreement. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event of Default any Grantor shall have occurred and be continuingfail to perform any covenants contained in this Security Agreement or in the Credit Agreement, the Collateral Agent may (but shall not be obligated to) remedy do the same or cause it to be remedied done or remedy any such breach, and may expend funds for such purpose; provided thatprovided, however, that Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that which such Pledgor Grantor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 of the Credit Agreementhereby. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors Grantors in accordance with the provisions of Section 7.03SECTION 9.3 hereof. Neither the provisions of this Section 7.02 SECTION 9.2 nor any action taken by Collateral Agent pursuant to the provisions of this Section 7.02 SECTION 9.2 shall prevent any such failure by any Pledgor to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. Each Pledgor Grantor hereby appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor Grantor and in the name of such PledgorGrantor, or otherwise, from time to time after the occurrence and during the continuance continuation of an Event of Default in the Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms hereof of the Credit Agreement and the other Loan Security Documents that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereofhereof until the termination of this Security Agreement in accordance with SECTION 9.5. Each Pledgor Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event of Default shall have occurred and be continuing, the Collateral Agent may (but shall not be obligated to) remedy or cause to be remedied any such breach, and may expend funds for such purpose; provided thatprovided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that which such Pledgor fails to pay or perform as and when required hereby and that which such Pledgor does not contest in accordance with the provision of Section 6.02 of the Credit Agreement. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 7.036.03 hereof. Neither the provisions of this Section 7.02 6.02 nor any action taken by Collateral Agent pursuant to the provisions of this Section 7.02 6.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time during the continuance of an Event of Default in the Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms hereof and the other Loan Documents that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof. Except where prior notice is expressly required by the terms of this Agreement, the Collateral Agent shall provide prompt notice to the Pledgor following any action taken in the preceding sentence, provided that failure to deliver such notice shall not limit the Collateral Agent’s right to take such action or the validity of any such action. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event Pledgor shall fail to do any act or thing that it has covenanted to do hereunder or if any warranty on the part of Default Pledgor contained herein shall have occurred and be continuingbreached, Collateral Agent or any Secured Party may (but shall not be obligated to) remedy do the same or cause it to be remedied done or remedy any such breach, and may expend funds for such purpose; provided that, Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such Pledgor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 of the Credit Agreement. Any and all amounts so expended by Collateral Agent or such Secured Party shall be paid by Pledgor promptly upon demand therefor, with interest at the Pledgors highest rate then in accordance with effect under the provisions Amended and Restated Credit Agreement during the period from and including the date on which such funds were so expended to the date of repayment. Pledgor's obligations under this Section 7.03. Neither 15 shall survive the provisions termination of this Section 7.02 nor Agreement and the discharge of Pledgor's other obligations under this Agreement, the Amended and Restated Credit Agreement, any action taken by Collateral Agent pursuant to Interest Rate Agreement and the provisions of this Section 7.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Defaultother Credit Documents. Each Pledgor hereby appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time during the continuance of an Event of Default in Collateral Agent’s 's discretion to take any action and to execute any instrument consistent with the terms hereof of this Agreement and the other Loan Credit Documents that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereofof this Agreement. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event of Default shall have occurred and be continuing, Collateral Agent may (but shall not be obligated to) remedy or cause to be remedied any such breach, and may expend funds for such purpose; provided that, Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such Pledgor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 7.01 of the Credit Agreement. Any and all amounts so expended by Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 7.03. Neither the provisions of this Section 7.02 nor any action taken by Collateral Agent pursuant to the provisions of this Section 7.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. Each Pledgor hereby appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time during the continuance of an Event of Default in Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms hereof and the other Loan Documents that Collateral Agent may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is an irrevocable power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If the Pledgor shall fail to perform any covenants contained in this Agreement (including the Pledgor’s covenants to (i) pay Charges as required herein, or (ii) discharge Liens or pay or perform any obligations of the Pledgor under any Pledged Collateral) and such failure constitutes an Event of Default shall have occurred and be that is continuing, the Collateral Agent may (but shall not be obligated to) remedy ), do the same or cause it to be remedied done or remedy any such breach, and may expend funds for such purpose; provided thatprovided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such which the Pledgor fails to pay or perform as and when required hereby and that such which the Pledgor does not contest in accordance with the provision provisions of Section 6.02 of the Credit Agreement4.10. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors Pledgor in accordance with the provisions of Section 7.0311.03 of the Credit Agreement. Neither the provisions of this Section 7.02 8.2 nor any action taken by the Collateral Agent pursuant to the provisions of this Section 7.02 8.2 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each The Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such the Pledgor and in the name of such the Pledgor, or otherwise, from time to time during in the continuance of an Event of Default in Collateral Agent’s discretion discretion, to take any action and to execute any instrument consistent with the terms hereof of the Credit Agreement, this Agreement and the other ABL Loan Documents that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofreasonably advisable. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each The Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event of Default any Grantor shall have occurred and be continuingfail to perform any covenants contained in this Security Agreement or in the Credit Agreement, the Collateral Agent may (but shall not be obligated to) remedy do the same or cause it to be remedied done or remedy any such breach, and may expend funds for such purpose; provided thatprovided, however, that Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that which such Pledgor Grantor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 of the Credit Agreementhereby. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors Grantors in accordance with the provisions of Section 7.03SECTION 9.3 hereof. Neither the provisions of this Section 7.02 SECTION 9.2 nor any action taken by Collateral Agent pursuant to the provisions of this Section 7.02 SECTION 9.2 shall prevent any such failure by any Pledgor to observe any covenant contained in this Security Agreement nor any breach of warranty from constituting an Event of Default. Each Pledgor Grantor hereby appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor Grantor and in the name of such PledgorGrantor, or otherwise, from time to time after the occurrence and during the continuance continuation of an Event of Default in the Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms hereof of the Credit Agreement and the other Loan Security Documents that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is an irrevocable 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 Pledgor Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If any Pledgor shall fail to do any act or thing that it has covenanted to do hereunder or if any warranty on the part of any such Pledgor contained herein shall be breached and if such failure or breach shall constitute an Event of Default shall have occurred and be continuingDefault, the Collateral Agent or any Secured Party may (but shall not be obligated to) remedy do the same or cause it to be remedied done or remedy any such breach, and may expend funds for such purpose; provided that, Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such Pledgor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 of the Credit Agreement. Any and all amounts so expended by the Collateral Agent or such Secured Party shall be paid by the Pledgors in accordance applicable Pledgor within five Business Days after demand therefor, with interest at the provisions Default Rate during the period from and including the date on which such funds were so expended to the date of repayment. Each Pledgor's obligations under this Section 7.03. Neither 15 shall survive the provisions termination of this Section 7.02 nor any action taken by Collateral Agent pursuant to Agreement and the provisions discharge of each Pledgor's other obligations under this Section 7.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of DefaultAgreement. Each Pledgor hereby appoints the Collateral Agent its attorney-in-factfact with an interest, with full authority in the place and stead of such the applicable Pledgor and in the name of such the applicable Pledgor, or otherwise, from time to time during in the continuance of an Event of Default in Collateral Agent’s discretion 's discretion, to take any action and to execute any instrument consistent with the terms hereof of this Agreement, the Indenture and the other Loan Documents that Intercreditor Agreement which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereofof this Agreement. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue and in accordance with the terms hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event Pledgor shall fail to do any act or thing that it has covenanted to do hereunder or if any warranty on the part of Default Pledgor contained herein shall have occurred and be continuingbreached, Collateral Agent or any Secured Party may (but shall not be obligated to) remedy do the same or cause it to be remedied done or remedy any such breach, and may expend funds for such purpose; provided that, Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such Pledgor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 of the Credit Agreement. Any and all amounts so expended by Collateral Agent or such Secured party shall be paid by Pledgor promptly upon demand therefor, with interest at the Pledgors highest rate then in accordance with effect under the provisions Indenture during the period from the including the date on which such funds were so expended to the date of repayment. Pledgor's obligations under this Section 7.03. Neither 14 shall survive the provisions termination of this Section 7.02 nor any action taken by Collateral Agent pursuant to Agreement and the provisions discharge of Pledgor's other obligations under this Section 7.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of DefaultAgreement. Each Pledgor hereby appoints Collateral Agent its attorney-in-factfact with an interest, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time during the continuance of an Event of Default in Collateral Agent’s 's discretion to take any action and to execute any instrument consistent with the terms hereof and of this Agreement which the other Loan Documents that Collateral Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereofof this Agreement. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event any Pledgor shall fail to do any act or thing that it has covenanted to do hereunder or if any warranty on the part of Default any Pledgor contained herein shall have occurred and be continuingbreached, Collateral Agent may (but shall not be obligated to) remedy do the same or cause it to be remedied done or remedy any such breach, and may expend funds for such purpose; provided that, Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such Pledgor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 of the Credit Agreement. Any and all amounts so expended by Collateral Agent shall be paid by the Pledgors promptly upon demand therefor, with interest at the highest rate then in accordance with effect under the provisions Credit Agreement during the period from and including the date on which such funds were so expended to the date of repayment. Each Pledgor's obligations under this Section 7.03. Neither 17 shall survive the provisions termination of this Section 7.02 nor Agreement and the discharge of such Pledgor's other obligations under this Agreement, the Credit Agreement, any action taken by Collateral Agent pursuant to Interest Rate Agreement and the provisions of this Section 7.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Defaultother Credit Documents. Each Pledgor hereby appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time during the continuance of an Event of Default in Collateral Agent’s 's discretion to take any action and to execute any instrument consistent with the terms hereof of this Agreement and the other Loan Credit Documents that which Collateral Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereofof this Agreement. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event of Default shall have occurred and be continuing, Collateral Agent may (but shall not be obligated to) remedy or cause to be remedied any such breach, and may expend funds for such purpose; provided that, Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such Pledgor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 7.01 of the Credit Agreement. Any and all amounts so expended by Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 7.037.03 . Neither the provisions of this Section 7.02 nor any action taken by Collateral Agent pursuant to the provisions of this Section 7.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. Each Pledgor hereby appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time during the continuance of an Event of Default in Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms hereof and the other Loan Documents that Collateral Agent may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is an irrevocable power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If the Pledgor shall fail to perform any covenants contained in this Agreement (including the Pledgor’s covenants to (i) pay Charges as required herein, or (ii) discharge Liens or pay or perform any obligations of the Pledgor under any Pledged Collateral) and such failure constitutes an Event of Default shall have occurred and be that is continuing, the Collateral Agent may (but shall not be obligated to) remedy ), do the same or cause it to be remedied done or remedy any such breach, and may expend funds for such purpose; provided thatprovided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such which the Pledgor fails to pay or perform as and when required hereby and that such which the Pledgor does not contest in accordance with the provision provisions of Section 6.02 of the Credit Agreement4.10. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors Pledgor in accordance with the provisions of Section 7.0311.03 of the Credit Agreement. Neither the provisions of this Section 7.02 8.2 nor any action taken by the Collateral Agent pursuant to the provisions of this Section 7.02 8.2 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each The Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such the Pledgor and in the name of such the Pledgor, or otherwise, from time to time during in the continuance of an Event of Default in Collateral Agent’s discretion discretion, to take any action and to execute any instrument consistent with the terms hereof of the Credit Agreement, this Agreement and the other Loan Documents that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofreasonably advisable. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each The Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event of Default shall have occurred and be continuing, Collateral Agent may (but shall not be obligated to) remedy or cause to be remedied any such breach, and may expend funds for such purpose; provided that, Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such Pledgor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 of the Credit Agreement. Any and all amounts so expended by Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 7.03. Neither the provisions of this Section 7.02 nor any action taken by Collateral Agent pursuant to the provisions of this Section 7.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. Each Pledgor hereby appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time during the continuance of an Event of Default in Collateral Agent’s 's discretion to take any action and to execute any instrument consistent with the terms hereof and the other Loan Documents that Collateral Agent may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is an irrevocable power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If an Event of Default shall have occurred and be continuing, Collateral Agent may (but shall not be obligated to) remedy or cause to be remedied any such breach, and may expend funds for such purpose; provided that, Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such Pledgor fails to pay or perform as and when required hereby and that such Pledgor does not contest in accordance with the provision of Section 6.02 6.3 of the Credit Agreement. Any and all amounts so expended by Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 7.03. Neither the provisions of this Section 7.02 nor any action taken by Collateral Agent pursuant to the provisions of this Section 7.02 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default. Each Pledgor hereby appoints Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time during the continuance of an Event of Default in Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms hereof and the other Loan Documents that Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, including, without limitation, any or all of the following actions: (i) to demand, collect, settle, compromise, adjust, give discharges and releases, all as the Collateral Agent may reasonably determine; (ii) to commence and prosecute any actions at any court for the purposes of collecting any Security Agreement Collateral and enforcing any other right in respect thereof; (iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Collateral Agent may deem reasonably appropriate; (iv) to receive, open and dispose of mail addressed to a Pledgor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Security Agreement Collateral of such Pledgor on behalf of and in the name of such Pledgor, or securing, or relating to such Security Agreement Collateral; (v) to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Security Agreement Collateral or the goods or services which have given rise thereto, as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes; (vi) to adjust and settle claims under any insurance policy relating thereto; (vii) to execute and deliver all assignments, conveyances, statements, financing statements, continuation financing statements, security agreements, affidavits, notices and other agreements, instruments and documents that the Collateral Agent may determine necessary in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated herein; (viii) to institute any foreclosure proceedings that the Collateral Agent may deem appropriate; (ix) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Security Agreement Collateral; (x) to exchange any of the Pledged Equity Interests or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof and, in connection therewith, deposit any of the Pledged Equity Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Collateral Agent may reasonably deem appropriate; (xi) after written notice to such Pledgor in accordance with Section 4.08, to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Equity Interests into the name of the Collateral Agent or one or more of the Secured Parties or into the name of any transferee to whom the Pledged Equity Interests or any part thereof may be sold pursuant to ARTICLE V hereof; (xii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Security Agreement Collateral; (xiii) to direct any parties liable for any payment in connection with any of the Security Agreement Collateral to make payment of any and all monies due and to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (xiv) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Security Agreement Collateral; (xv) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the security interests created hereby in such Intellectual Property and the goodwill and General Intangibles of such Pledgor relating thereto or represented thereby; and (xvi) do and perform all such other acts and things as the Collateral Agent may reasonably deem to be necessary, proper or convenient in connection with the Security Agreement Collateral. The foregoing grant of authority is an irrevocable power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. The Collateral Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Collateral Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Collateral Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. This power of attorney is conferred on the Collateral Agent solely to protect, preserve and realize upon its security interest in the Security Agreement Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers.

Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If the Pledgor shall fail to perform any covenants contained in this Agreement (including the Pledgor’s covenants to (i) pay Charges as required herein, or (ii) discharge Liens or pay or perform any obligations of the Pledgor under any Pledged Collateral) and such failure constitutes an Event of Default shall have occurred and be that is continuing, the Collateral Agent may (but shall not be obligated to) remedy ), do the same or cause it to be remedied done or remedy any such breach, and may expend funds for such purpose; provided thatprovided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation that such which the Pledgor fails to pay or perform as and when required hereby and that such which the Pledgor does not contest in accordance with the provision provisions of Section 6.02 of the Credit Agreement4.10. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors Pledgor in accordance with the provisions of Section 7.0311.03 of the Credit Agreement. Neither the provisions of this Section 7.02 8.2 nor any action taken by the Collateral Agent pursuant to the provisions of this Section 7.02 8.2 shall prevent any such failure by any Pledgor to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each The Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such the Pledgor and in the name of such the Pledgor, or otherwise, from time to time during in the continuance of an Event of Default in Collateral Agent’s discretion discretion, to take any action and to execute any instrument consistent with the terms hereof of the Credit Agreement, this Agreement and the other Term Loan Documents that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofreasonably advisable. The foregoing grant of authority is an irrevocable a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each The Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.