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

Lender May Perform; Lender Appointed Attorney-in-Fact. If the Company shall fail to perform any covenants contained in this Agreement (including the Company’s covenants to (a) pay the premiums in respect of all required insurance policies hereunder, (b) pay Claims, (c) make repairs, (d) discharge Liens or (e) pay or perform any obligations of the Company under any Pledged Collateral) or if any representation or warranty on the part of the Company contained herein shall be breached, the Lender 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 Lender shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which the Company fails to pay or perform as and when required hereby and which the Company does not contest in accordance in accordance with the provisions of Section 4.10 hereof. Any and all amounts so expended by the Lender shall be paid by the Company in accordance with the provisions of the Promissory Note. Neither the provisions of this Section 8.2 nor any action taken by the Lender pursuant to the provisions of this Section 8.2 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. The Company hereby appoints the Lender its attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company, or otherwise, from time to time in the Lender’s discretion to take any action and to execute any instrument consistent with the terms of the Promissory Note, this Agreement and any of the other Promissory Note Documents which the Lender may deem necessary or advisable to accomplish the purposes thereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. The Company hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Lender May Perform; Lender Appointed Attorney-in-Fact. If the Company Grantor shall fail to perform any covenants contained in this Security Agreement (including or in the Company’s covenants to (a) pay the premiums in respect of all required insurance policies hereunder, (b) pay Claims, (c) make repairs, (d) discharge Liens or (e) pay or perform any obligations of the Company under any Pledged Collateral) Term Loan Agreement or if any representation or warranty on the part of the Company Grantor contained herein shall be breached, the Lender 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 Lender shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which the Company Grantor fails to pay or perform as and when required hereby and which the Company does not contest in accordance in accordance with the provisions of Section 4.10 hereofhereby. Any and all amounts so expended by the Lender shall be paid by the Company Grantor in accordance with the provisions of the Promissory NoteSECTION 6.3 hereof. Neither the provisions of this Section 8.2 SECTION 6.2 nor any action taken by the Lender pursuant to the provisions of this Section 8.2 SECTION 6.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of representation or warranty from constituting an Event of Default. The Company Grantor hereby appoints the Lender its attorney-in-fact, with full authority in the place and stead of the Company Grantor and in the name of the CompanyGrantor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Lender’s discretion to take any action and to execute any instrument consistent with the terms of the Promissory Note, this Term Loan Agreement and any of the other Promissory Note Borrower Documents which the Lender may deem necessary or advisable to accomplish the purposes thereofhereof; provided that any such action directly affecting the Collateral may only be taken by such attorney from and including the Effective Date. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. The Company Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Lender May Perform; Lender Appointed Attorney-in-Fact. If the Company Debtor shall fail to perform do any covenants contained in this Agreement (including the Company’s covenants act or thing that it has covenanted to (a) pay the premiums in respect of all required insurance policies hereunder, (b) pay Claims, (c) make repairs, (d) discharge Liens or (e) pay or perform any obligations of the Company under any Pledged Collateral) do hereunder or if any representation or warranty on the part of the Company Debtor contained herein shall be breachedbreached and if such failure or breach shall constitute an Event of Default, the Lender 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 Lender shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which the Company fails to pay or perform as and when required hereby and which the Company does not contest in accordance in accordance with the provisions of Section 4.10 hereof. Any and all amounts so expended by the Lender shall be paid by Debtor within five Business Days after demand therefor, with interest at the Company in accordance with Default Rate during the provisions period from and including the date on which such funds were so expended to the date of repayment. Debtor's obligations under this Section 14 shall survive the Promissory Note. Neither the provisions termination of this Section 8.2 nor any action taken by Agreement and the Lender pursuant to the provisions discharge of Debtor's other obligations under this Section 8.2 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 DefaultAgreement. The Company Debtor hereby appoints the Lender its attorney-in-factfact with an interest, with full authority in the place and stead of the Company Debtor and in the name of the CompanyDebtor, or otherwise, from time to time in the Lender’s discretion 's discretion, to take any action and to execute any instrument consistent with the terms of the Promissory Note, this Agreement and any of the other Promissory Note Documents Loan Agreement which the Lender may deem necessary or advisable to accomplish the purposes thereofof 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 hereofof this Agreement. The Company Debtor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue and in accordance with the terms hereof.

Lender May Perform; Lender Appointed Attorney-in-Fact. If the Company shall fail Borrower fails to perform do any covenants contained in this Agreement (including the Company’s covenants act or thing that Borrower has covenanted to (a) pay the premiums in respect of all required insurance policies hereunder, (b) pay Claims, (c) make repairs, (d) discharge Liens or (e) pay or perform any obligations of the Company under any Pledged Collateral) do hereunder or if any representation or warranty on the part of the Company Borrower contained herein shall be breachedbreached and such breach continues beyond any applicable grace or notice period, the Lender or Servicer may (but shall not be obligated to) ), upon prior written notice to Borrower specifying the action to be taken, 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 Lender shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which the Company fails to pay or perform as and when required hereby and which the Company does not contest in accordance in accordance with the provisions of Section 4.10 hereof. Any and all amounts so expended by the Lender or Servicer (including, but not limited to, reasonable legal expenses and disbursements) shall be paid by Borrower promptly upon demand therefor, with interest at the Company default rate specified in accordance with the provisions Note, during the period from the date on which such payment is made to and including the date of the Promissory Noterepayment. Neither the provisions of this Section 8.2 nor any action taken by the Borrower hereby authorizes Lender pursuant to the provisions of this Section 8.2 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. The Company hereby and Servicer and appoints the Lender and Servicer as its attorneyattorneys-in-fact, with full authority in the place and stead of the Company Borrower and in the name of the CompanyBorrower, or otherwise, from time to time in the Lender’s 's or Servicer's reasonable discretion to take any action and to execute any instrument which is consistent and in accordance with the terms of the Promissory Note, this Agreement and any of the other Promissory Note Defeasance Documents and which the Lender or Servicer may deem reasonably necessary or advisable to accomplish the purposes thereofof this Agreement and the other Defeasance Documents. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereofof this Agreement. The Company Borrower hereby ratifies all actions that such attorney shall lawfully do take or cause to be done by virtue hereoftaken in accordance with this Section 11.

Lender May Perform; Lender Appointed Attorney-in-Fact. If the Company shall fail Pledgor fails to perform do any covenants contained in this Agreement (including the Company’s covenants act or thing that Pledgor has covenanted to (a) pay the premiums in respect of all required insurance policies hereunder, (b) pay Claims, (c) make repairs, (d) discharge Liens or (e) pay or perform any obligations of the Company under any Pledged Collateral) do hereunder or if any representation or warranty on the part of the Company Pledgor contained herein shall be breachedbreached and such breach continues beyond any applicable grace or notice period, the Lender or Servicer may (but shall not be obligated to) ), upon prior written notice to Pledgor specifying the action to be taken, 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 Lender shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which the Company fails to pay or perform as and when required hereby and which the Company does not contest in accordance in accordance with the provisions of Section 4.10 hereof. Any and all amounts so expended by the Lender or Servicer (including, but not limited to, reasonable legal expenses and disbursements) shall be paid by Pledgor promptly upon demand therefor, with interest at the Company default rate specified in accordance with the provisions Note, during the period from the date on which such payment is made to and including the date of the Promissory Noterepayment. Neither the provisions of this Section 8.2 nor any action taken by the Pledgor hereby authorizes Lender pursuant to the provisions of this Section 8.2 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. The Company hereby and Servicer and appoints the Lender and Servicer as its attorneyattorneys-in-fact, with full authority in the place and stead of the Company Pledgor and in the name of the CompanyPledgor, or otherwise, from time to time in the Lender’s or Servicer’s reasonable discretion upon five (5) days prior written notice to Pledgor to take any action and to execute any instrument which is consistent and in accordance with the terms of the Promissory Note, this Agreement and any of the other Promissory Note Defeasance Documents and which the Lender or Servicer may deem reasonably necessary or advisable to accomplish the purposes thereofof this Agreement and the other Defeasance Documents. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereofof this Agreement. The Company Pledgor hereby ratifies all actions that such attorney shall lawfully do take or cause to be done by virtue hereoftaken in accordance with this Section 11.

Lender May Perform; Lender Appointed Attorney-in-Fact. If the Company any Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including the Companyincluding, without limitation, such Grantor’s covenants to (ai) pay the premiums in respect of all required insurance policies hereunder, (bii) pay Claims, (ciii) make repairs, (div) discharge Liens or (ev) pay or perform any other obligations of the Company under such Grantor with respect to any Pledged Collateral) or if any representation or warranty on the part of the Company any Grantor contained herein shall be breached, the Lender may (but shall not be obligated to) ), subject to the DIP Orders, 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 Lender shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which the Company such Grantor fails to pay or perform as and when required hereby and which the Company does not contest in accordance in accordance with the provisions of Section 4.10 hereofhereby. Any and all amounts so expended by the Lender shall be paid by the Company Grantors in accordance with the provisions of the Promissory NoteSECTION 9.3 hereof. Neither the provisions of this Section 8.2 SECTION 9.2 nor any action taken by the Lender pursuant to the provisions of this Section 8.2 SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of representation or warranty from constituting an Event of Default. The Company Each Grantor hereby appoints the Lender its attorney-in-fact, with full authority in the place and stead of the Company such Grantor and in the name of the Companysuch Grantor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Lender’s discretion (but subject to the DIP Orders) to take any action and to execute any instrument consistent with the terms of the Promissory Note, this Credit Agreement and any of the other Promissory Note Security Documents which the Lender may deem necessary or advisable to accomplish the purposes thereofhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. The Company Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Lender May Perform; Lender Appointed Attorney-in-Fact. If the Company any Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including the Companyincluding, without limitation, such Grantor’s covenants to (ai) pay the premiums in respect of all required insurance policies hereunder, (bii) pay Claims, (ciii) make repairs, (div) discharge Liens or (ev) pay or perform any other obligations of the Company under such Grantor with respect to any Pledged Collateral) or if any representation or warranty on the part of the Company any Grantor contained herein shall be breached, the Lender may (but shall not be obligated to) ), subject to the DIP Order(s), 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 Lender shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which the Company such Grantor fails to pay or perform as and when required hereby and which the Company does not contest in accordance in accordance with the provisions of Section 4.10 hereofhereby. Any and all amounts so expended by the Lender shall be paid by the Company Grantors in accordance with the provisions of the Promissory NoteSECTION 9.3 hereof. Neither the provisions of this Section 8.2 SECTION 9.2 nor any action taken by the Lender pursuant to the provisions of this Section 8.2 SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of representation or warranty from constituting an Event of Default. The Company Each Grantor hereby appoints the Lender its attorney-in-fact, with full authority in the place and stead of the Company such Grantor and in the name of the Companysuch Grantor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Lender’s discretion (but subject to the DIP Order(s)) to take any action and to execute any instrument consistent with the terms of the Promissory Note, this Credit Agreement and any of the other Promissory Note Security Documents which the Lender may deem necessary or advisable to accomplish the purposes thereofhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. The Company Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Lender May Perform; Lender Appointed Attorney-in-Fact. If the Company shall fail Pledgor fails to perform do any covenants contained in this Agreement (including the Company’s covenants act or thing that it has covenanted to (a) pay the premiums in respect of all required insurance policies hereunder, (b) pay Claims, (c) make repairs, (d) discharge Liens or (e) pay or perform any obligations of the Company under any Pledged Collateral) do hereunder or if any representation or warranty on the part of the Company Pledgor contained herein shall be breached, the Lender may (but shall not be obligated to) ), upon notice to Pledgor specifying the action to be taken, 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 Lender shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which the Company fails to pay or perform as and when required hereby and which the Company does not contest in accordance in accordance with the provisions of Section 4.10 hereof. Any and all amounts so expended by the Lender (including, but not limited to, reasonable legal expenses and disbursements) shall be paid by Pledgor promptly upon demand therefor, with interest at the Company Interest Rate, as defined in accordance with the provisions Subordinated Note, plus 2% during the period from the date on which such payment is made to and including the date of the Promissory Noterepayment. Neither the provisions of this Section 8.2 nor any action taken by the Pledgor hereby authorizes Lender pursuant to the provisions of this Section 8.2 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. The Company hereby and appoints the Lender its attorney-in-fact, with full authority in the place and stead of the Company Pledgor and in the name of the CompanyPledgor, or otherwise, from time to time in the Lender’s 's reasonable discretion to take any action and to execute any instrument which is consistent and in accordance with the terms of the Promissory Note, this Agreement and any of the other Promissory Note Transaction Documents and which the Lender may deem reasonably necessary or advisable to accomplish the purposes thereofof 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 hereofof this Agreement. The Company Pledgor hereby ratifies all actions that such attorney shall lawfully do take or cause to be done by virtue hereoftaken in accordance with this Section 9.

Lender May Perform; Lender Appointed Attorney-in-Fact. If the Company any Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including the Companyincluding, without limitation, such Grantor’s covenants to (ai) pay the premiums in respect of all required insurance policies hereunder, (bii) pay Claims, (ciii) make repairs, (div) discharge Liens or (ev) pay or perform any other obligations of the Company under such Grantor with respect to any Pledged Collateral) or if any representation or warranty on the part of the Company any Grantor contained herein shall be breached, the Lender 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 Lender shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which the Company such Grantor fails to pay or perform as and when required hereby and which the Company does not contest in accordance in accordance with the provisions of Section 4.10 hereofhereby. Any and all amounts so expended by the Lender shall be paid by the Company Grantors in accordance with the provisions of the Promissory NoteSECTION 9.3 hereof. Neither the provisions of this Section 8.2 SECTION 9.2 nor any action taken by the Lender pursuant to the provisions of this Section 8.2 SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of representation or warranty from constituting an Event of Default. The Company Each Grantor hereby appoints the Lender its attorney-in-fact, with full authority in the place and stead of the Company such Grantor and in the name of the Companysuch Grantor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Lender’s discretion to take any action and to execute any instrument consistent with the terms of the Promissory Note, this Credit Agreement and any of the other Promissory Note Security Documents which the Lender may deem necessary or advisable to accomplish the purposes thereofhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. The Company Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Lender May Perform; Lender Appointed Attorney-in-Fact. If the Company Grantor shall fail to perform any covenants contained in this Security Agreement or in the Credit Agreement (including including, without limitation, the CompanyGrantor’s covenants to (ai) pay the premiums in respect of all required insurance policies hereunder, (bii) pay Claims, (ciii) make repairs, (div) discharge Liens or (ev) pay or perform any other obligations of the Company under Grantor with respect to any Pledged Collateral) or if any representation or warranty on the part of the Company Grantor contained herein shall be breached, the Lender 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 Lender shall in no event be bound to inquire into the validity of any tax, lien, imposition or other obligation which the Company Grantor fails to pay or perform as and when required hereby and which the Company does not contest in accordance in accordance with the provisions of Section 4.10 hereofhereby. Any and all amounts so expended by the Lender shall be paid by the Company Grantor in accordance with the provisions of the Promissory NoteSECTION 9.3 hereof. Neither the provisions of this Section 8.2 SECTION 9.2 nor any action taken by the Lender pursuant to the provisions of this Section 8.2 SECTION 9.2 shall prevent any such failure to observe any covenant contained in this Security Agreement nor any breach of representation or warranty from constituting an Event of Default. The Company Grantor hereby appoints the Lender its attorney-in-fact, with full authority in the place and stead of the Company Grantor and in the name of the CompanyGrantor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Lender’s discretion to take any action and to execute any instrument consistent with the terms of the Promissory Note, this Credit Agreement and any of the other Promissory Note Security Documents which the Lender may deem necessary or advisable to accomplish the purposes thereofhereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. The Company Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.