Common use of Secured Party Appointed Attorney Clause in Contracts

Secured Party Appointed Attorney. IN-FACT. ------------------------------------------- Debtor hereby irrevocably appoints the Secured Party as Debtor's attorney-in-fact, with full authority in the place and stead of Debtor and in the name of Debtor to take any action and to execute any instrument that the Secured Party may deem necessary and/or advisable as follows: (a) to obtain and adjust insurance required to be paid to the Secured Party if Debtor has not done so in the ordinary course of its business; (b) to ask, demand, collect, xxx for, recover, compound, receive and give receipts for moneys due and to become due under or in respect of any of the Collateral upon the occurrence of an Event of Default; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clauses (a) and (b) above upon the occurrence of an Event of Default; (d) to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its business; (e) to pay or discharge taxes or liens, levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and such payments made by the Secured Party to become obligations of Debtor to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its business; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral upon the occurrence of an Event of Default; (g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and Debtor's expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on the Collateral upon the occurrence of an Event of Default; and (h) to accomplish the purposes of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Party nor any person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Security Agreement shall remain in force.

Secured Party Appointed Attorney. IN-FACT. ------------------------------------------- Debtor Each Grantor hereby irrevocably appoints the Secured Party as Debtorsuch Grantor's attorney-in-fact, with full authority in the place and stead of Debtor such Grantor and in the name of Debtor such Grantor, the Secured Party or otherwise, from time to time in the Secured Party's discretion to take any action and to execute any instrument that the Secured Party may deem necessary and/or advisable as followsto accomplish the purposes of this Agreement, including without limitation: (a) after Grantor's failure to do so within 10 days of a request from Secured Party (provided that, if an Event of Default then exists, Secured Party shall not be required to make any such request), to obtain and adjust insurance required to be maintained by such Grantor or paid to the Secured Party if Debtor has not done so in the ordinary course of its businessas required by Section 11; (b) during the continuance of an Event of Default, to askask for, demand, collect, xxx forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral upon owned by such Grantor; (c) during the occurrence continuance of an Event of Default; (c) , to receive, endorse, endorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clauses (a) and (b) above upon above; (d) during the occurrence continuance of an Event of Default; (d) , to file any claims or take any action or institute any proceedings that the Secured Party may reasonably deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its businessCollateral; (e) after Grantor's failure to pay or discharge taxes or liens, levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined do so as required by the Secured Party in its sole discretionLoan Documents (and, and such payments made by the Secured Party to become obligations provided no Event of Debtor to the Default then exists, after 10 days notice from Secured Party), due and payable immediately without demand if Debtor has not done so in the ordinary course of its business; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral upon the occurrence of an Event of Default; (g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and Debtor's expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on the Collateral upon the occurrence of an Event of Default; and (h) to accomplish the purposes of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Party nor any person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Security Agreement shall remain in force.but

Secured Party Appointed Attorney. INin-FACTFact. ------------------------------------------- Debtor ---------------------------------------- Each Grantor hereby irrevocably appoints the Secured Party as Debtorsuch Grantor's attorney-in-fact, with full authority in the place and stead of Debtor such Grantor and in the name of Debtor such Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that the Secured Party may deem necessary and/or or advisable as followsto accomplish the purposes of this Agreement, including without limitation: (a) upon the occurrence and during the continuance of an Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to Administrative Agent under the Secured Party if Debtor has not done so in the ordinary course of its businessCredit Agreement; (b) upon the occurrence and during the continuance of an Event of Default, to askask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral Collateral; (c) upon the occurrence and during the continuance of an Event of Default; (c) , to receive, endorse, endorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clauses (aSections 12(a) and (b) above above; (d) upon the occurrence and during the continuance of an Event of Default; (d) , to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its businessCollateral; (e) except as otherwise permitted by Section 6.5 of the Credit Agreement, to pay or discharge taxes or liens, Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and any such payments made by the Secured Party to become obligations of Debtor such Grantor to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its businessdemand; (f) upon the occurrence and during the continuance of an Event of Default, to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral Collateral; and (g) upon the occurrence and during the continuance of an Event of Default; (g) , generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and Debtor's Grantors' expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on upon the Collateral upon and Secured Party's security interest therein in order to effect the occurrence of an Event of Default; and (h) to accomplish the purposes intent of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Party nor any person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This powerAgreement, being coupled with an interest, is irrevocable so long all as this Security Agreement shall remain in forcefully and effectively as such Grantor might do.

Secured Party Appointed Attorney. IN-FACT. ------------------------------------------- Debtor FACT Each Grantor hereby irrevocably appoints the Secured Party (such appointment being coupled with an interest) as DebtorGrantor's attorney-in-fact, with full authority in the place and stead of Debtor Grantor and in the name of Debtor Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that the Secured Party may deem reasonably necessary and/or or advisable as follows: to accomplish the purposes of this Agreement, including (a) to obtain and adjust insurance required to be maintained by Grantor or paid to the Secured Party if Debtor has not done so in pursuant to the ordinary course of its business; Credit Agreement; (b) upon the occurrence and during the continuation of any Event of Default, to askask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral Collateral; (c) upon the occurrence and during the continuation of an any Event of Default; (c) , to receive, endorse, endorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clauses (a) and clause (b) above above; (d) upon the occurrence and during the continuation of an any Event of Default; (d) , to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its business; Collateral; (e) to pay or discharge taxes or liens, Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and any such payments made by the Secured Party to become obligations Secured Obligations of Debtor Grantor to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its business; demand; and (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral upon the occurrence and during the continuation of an Event of Default; (g) , generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and DebtorGrantor's expense, at any time or from time to time, all acts and things that the Secured Party deems reasonably necessary to protect, preserve or realize on upon the Collateral upon and Secured Party's security interest therein in order to effect the occurrence of an Event of Default; and (h) to accomplish the purposes intent of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Party nor any person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This powerAgreement, being coupled with an interest, is irrevocable so long all as this Security Agreement shall remain in forcefully and effectively as Grantor might do.

Secured Party Appointed Attorney. INin-FACT. ------------------------------------------- Fact Debtor hereby irrevocably appoints the Secured Party as Debtor's attorney-in-fact, with full authority in the place and stead of Debtor and in the name of Debtor Debtor, Secured Party or otherwise, from time to time in Secured Party's discretion (but in the case of clauses (b), (d), (e), (f) and (g) below, solely during the continuance of any Triggering Event or Event of Default) to take any action and to execute any instrument that the Secured Party may deem necessary and/or or advisable as followsto accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to the Secured Party if Debtor has not done so in the ordinary course of its businessParty; (b) to ask, demand, collect, xxx sue for, recover, compound, receive and give receipts acquittance and recexxxs for moneys due and to become due under or in respect of any of the Collateral upon the occurrence of an Event of DefaultCollateral; (c) to receive, endorse, and collect any drafts or other instrumentsInstruments, documents Documents and chattel paperChattel Paper, in connection with clauses (a) and (b) above upon the occurrence of an Event of Defaultabove; (d) to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or desirable for the collection of of, or to preserve the value of, any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its businessCollateral; (e) to pay or discharge taxes taxes, liens or liens, security interests levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and such payments made by the Secured Party to become obligations of Debtor to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its businessdemand; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts Accounts, Chattel Paper and other documents relating to the Collateral upon the occurrence of an Event of Default;Collateral; and (g) generally to take any act required of Debtor by Section 6 and to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and Debtor's expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on the Collateral upon the occurrence Collateral. Debtor hereby approves all acts of an Event of Default; and (h) Secured Party made or taken pursuant to accomplish the purposes of this Security Agreement if Debtor has not done so in the ordinary course of its businessSection 8. Neither the Secured Party nor any person Person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Security Agreement shall remain in force.

Secured Party Appointed Attorney. IN-FACT. ------------------------------------------- Debtor Each Pledgor hereby irrevocably appoints the Secured Party as Debtorsuch Pledgor's attorney-in-fact, with full authority in the place and stead of Debtor such Pledgor and in the name of Debtor such Pledgor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that the Secured Party may deem necessary and/or or advisable as followsto accomplish the purposes of this Agreement, including without limitation: (a) to obtain and adjust insurance required file one or more financing or continuation statements, or amendments thereto, relative to be paid to all or any part of the Secured Party if Debtor has not done so in Pledged Collateral without the ordinary course signature of its businessPledgors; (b) upon the occurrence and during the continuance of an Event of Default, to ask, demand, collect, xxx sue for, recover, compound, receive and give acquittance and receipts for xxr moneys due and to become due under or in respect of any of the Collateral Pledged Collateral; (c) upon the occurrence and during the continuance of an Event of Default, to receive, endorse and collect any instruments made payable to Pledgors representing any dividend, principal or interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; (cd) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clauses (a) and (b) above upon the occurrence and during the continuance of an Event of Default; (d) , to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its businessPledged Collateral; (e) to pay or discharge taxes or liens, Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Pledged Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and any such payments made by the Secured Party to become obligations of Debtor Pledgors to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its business;demand; and (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral upon the occurrence and during the continuance of an Event of Default; (g) , generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and Debtor's Pledgors' expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on the Collateral upon the occurrence of an Event of Default; and (h) Pledged Collateral and Secured Party's security interest therein in order to accomplish effect the purposes intent of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Party nor any person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This powerAgreement, being coupled with an interest, is irrevocable so long all as this Security Agreement shall remain in forcefully and effectively as Pledgors might do.

Secured Party Appointed Attorney. INin-FACTFact. ------------------------------------------- Debtor hereby irrevocably appoints the Secured Party as Debtor's attorney-in-fact, with full authority in the place and stead of Debtor and in the name of Debtor or otherwise to take any action and to execute any instrument that the which Secured Party may deem necessary and/or advisable as follows(in Secured Party's reasonable discretion) to accomplish the purposes of this Agreement, including, without limitation: (a) a. if an Event of Default exists, to obtain and adjust insurance required to be paid to the Secured Party if Debtor has not done so in the ordinary course of its businesspursuant to Section 4.10; (b) b. if an Event of Default exists, to ask, demand, collect, xxx for, recover, compoundcompromise, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of connection with the Collateral upon the occurrence of an Event of DefaultCollateral; (c) c. to receive, endorseindorse, and collect any drafts or other instrumentsInstruments, documents Documents, and chattel paperChattel Paper, in connection with clauses (a) and (b) above upon the occurrence of an Event of Default;therewith; and (d) d. to file any claims or take any action or institute any proceedings that the which Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Collateral or the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its business; Collateral. DEBTOR HEREBY IRREVOCABLY GRANTS (eTO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS) to pay or discharge taxes or liensTO SECURED PARTY DEBTOR'S PROXY (EXERCISABLE IF AN EVENT OF DEFAULT EXISTS) TO VOTE ANY SECURITIES COLLATERAL AND APPOINTS SECURED PARTY DEBTOR'S ATTORNEY-IN-FACT TO PERFORM ALL OBLIGATIONS OF DEBTOR UNDER THIS AGREEMENT AND TO EXERCISE ALL OF SECURED PARTY'S RIGHTS HEREUNDER. THE PROXY AND EACH POWER OF ATTORNEY HEREIN GRANTED, levied or placed upon or threatened against the CollateralAND EACH STOCK POWER AND SIMILAR POWER NOW OR HEREAFTER GRANTED (INCLUDING ANY EVIDENCED BY A SEPARATE WRITING), the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and such payments made by the Secured Party to become obligations of Debtor to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its business; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral upon the occurrence of an Event of Default; (g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and Debtor's expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on the Collateral upon the occurrence of an Event of Default; and (h) to accomplish the purposes of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Party nor any person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Security Agreement shall remain in forceARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE PRIOR TO FINAL PAYMENT IN FULL OF THE INDEBTEDNESS.

Secured Party Appointed Attorney. IN-FACT. ------------------------------------------- Debtor Grantor hereby irrevocably appoints the Secured Party as DebtorGrantor's attorney-in-fact, with full authority in the place and stead of Debtor Grantor and in the name of Debtor Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that the Secured Party may deem necessary and/or or advisable as followsto accomplish the purposes of this Agreement, including without limitation: (a) to obtain and adjust insurance required to be maintained by Grantor or paid to the Secured Party if Debtor has not done so in pursuant to the ordinary course Note Purchase Agreement and the Company Deed of its businessTrust; (b) to askask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral upon the occurrence of an Event of DefaultCollateral; (c) to receive, endorse, endorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clauses CLAUSES (a) and (b) above upon the occurrence of an Event of Defaultabove; (d) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Gaming Authority) that the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its businessCollateral; (e) to pay or discharge taxes or liens, Liens (other than Liens permitted under this Agreement or the Note Purchase Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and any such payments made by the Secured Party to become obligations of Debtor Grantor to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its businessdemand; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral Collateral; and (g) upon the occurrence and during the continuation of an Event of Default; (g) , generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and DebtorGrantor's expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on upon the Collateral upon and Secured Party's security interest therein in order to effect the occurrence of an Event of Default; and (h) to accomplish the purposes intent of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Party nor any person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This powerAgreement, being coupled with an interest, is irrevocable so long all as this Security Agreement shall remain in forcefully and effectively as Grantor might do.

Secured Party Appointed Attorney. INin-FACT. ------------------------------------------- Debtor Fact 7.1 Debtors hereby irrevocably appoints the appoint Secured Party as Debtor's Debtors' attorney-in-factfact ("Attorney"), with full authority in the place and stead of Debtor Debtors and in the name of Debtor Debtors, Secured Party or otherwise, from time to time in Secured Party's discretion, at any time an Event of Default has occurred and remains continuing, to take any action and to execute any instrument that the Secured Party may deem necessary and/or or advisable as followsto accomplish the purposes of this Agreement, including, without limitation: (a) to obtain change the mailing address of Debtors, open a post office box on behalf of Debtors, open mail for Debtors, and adjust insurance required to be paid to the Secured Party if Debtor has not done so ask, demand, collect, give acquittances and receipts for, take possession of, endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against Debtors, assignments, verifications, and notices in the ordinary course connection with any property of its businessDebtors; (b) to effect any repairs to any asset relating to any of the Collateral, or continue to obtain any insurance and pay all or any part of the premiums therefore and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral upon the occurrence of an Event of DefaultCollateral; (cd) to receive, endorse, and collect any drafts or other instrumentsInstruments, documents Documents and chattel paper, in connection with clauses (ab) and (bc) above upon the occurrence of an Event of Defaultabove; (de) to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral Collateral, and to defend any suit, action or proceeding brought against Debtors if Debtor has Debtors do not done so defend such suit, action or proceeding or if Attorney believes that Debtors are not pursuing such defense in a manner that will maximize the ordinary course of its businessrecovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (ef) to pay or discharge taxes or liens, Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and such payments made by the Secured Party to become obligations of Debtor Debtors to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its businessdemand; (fg) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Collateral Accounts and other documents relating to the Collateral upon the occurrence of an Event of DefaultCollateral; (gh) to lease, license, sell or otherwise dispose of the Collateral and/or such distribution rights in and to the Collateral and such rights therein as have not been disposed of on the date of such default by Debtors as permitted hereunder (or to engage others to do so with the costs and expenses thereof to be recoupable by Secured Party as provided herein); (i) to negotiate such lease, license, sale or other agreements and to enter into such agreements on behalf of Debtors on such terms and conditions (not in conflict with the terms and conditions of such agreements) consistent with this Agreement as have theretofore been entered into by Debtors and which Secured Party has been made aware of, as Secured Party deems appropriate; (j) to cause the certified public accountants then engaged by Debtors to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney's request, the following reports: (a) a reconciliation of all accounts; (2) an aging of all accounts, (3) trial balances, and (4) test verifications of such accounts as Attorney may request; and (k) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and Debtor's Debtors' expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on upon the Collateral; provided, however, that nothing herein contained shall be construed as requiring or obligating Secured Party to make any demand, or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice or take any action with respect to any of the Collateral upon or the occurrence of an Event of Default; and (h) money due or to accomplish become due thereunder or the purposes of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the property covered thereby, and no action taken or omitted to be taken by Secured Party nor with respect to any person designated by of the Collateral shall give rise to any defense, counterclaim or setoff in favor of Debtors or to any claim or action against Secured Party. 7.2 None of Secured Party or its affiliates, agents or representatives shall be liable responsible to Debtors for any acts act or omissions failure to act under any power of attorney or otherwise, except in respect of damages attributable solely to their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, nor for any error of judgment punitive, exemplary, indirect or mistake of consequential damages. Debtors, to the extent permitted by law, ratify and confirm all acts taken by Secured Party as such attorney-in-fact or lawits substitutes by virtue of the power of attorney contained in this Section 7. This power, being coupled with an interest, is irrevocable so long as until this Security Agreement shall remain in forcehas been terminated and the Secured Obligations have been fully satisfied.

Secured Party Appointed Attorney. INin-FACTFact. ------------------------------------------- Debtor Each Grantor hereby irrevocably appoints the Secured Party as Debtorsuch Grantor's attorney-in-fact, with full authority in the place and stead of Debtor such Grantor and in the name of Debtor such Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that the Secured Party may deem necessary and/or or advisable as followsto accomplish the purposes of this Agreement, including: (a) to obtain and adjust insurance required to be maintained by such Grantor or paid to the Secured Party if Debtor has not done so in the ordinary course of its businesspursuant to Section 9; (b) to askask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral upon the occurrence of an Event of DefaultCollateral; (c) to receive, endorse, endorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clauses (a) and (b) above upon the occurrence of an Event of Defaultabove; (d) to endorse such Grantor's name on all applications, documents, papers and instruments necessary for Secured Party in the use or maintenance of the Collateral; (e) to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its businessCollateral; (ef) to pay or discharge taxes or liens, Liens (other than Liens permitted under this Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and any such payments made by the Secured Party to become obligations of Debtor such Grantor to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its businessdemand; (fg) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral Collateral; and (h) upon the occurrence and during the continuation of an Event of Default; , (gi) to execute and deliver any of the assignments or documents requested by Secured Party pursuant to Section 18(b), (ii) to grant or issue an exclusive or non-exclusive license to the IP Collateral or any portion thereof to any Person, and (iii) otherwise generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and Debtorsuch Grantor's expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on upon the Collateral upon and Secured Party's security interest therein in order to effect the occurrence of an Event of Default; and (h) to accomplish the purposes intent of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Party nor any person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This powerAgreement, being coupled with an interest, is irrevocable so long all as this Security Agreement shall remain in forcefully and effectively as such Grantor might do.

Secured Party Appointed Attorney. INin-FACTFact. ------------------------------------------- Debtor Debtors hereby irrevocably appoints the appoint Secured Party as Debtor's its attorney-in-fact, with full authority in the place and stead of Debtor Debtors and in the name of Debtor Debtors, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that the Secured Party may deem necessary and/or or advisable as followsafter the occurrence and during the continuation of an Event of Default to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to the Secured Party if Debtor has not done so in the ordinary course of its businessParty; (b) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys monies due and to become due under or in respect of any of the Collateral upon the occurrence of an Event of DefaultCollateral; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clauses (a) and (b) above upon the occurrence of an Event of Default; (d) to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its businessCollateral; (ed) to pay or discharge taxes or liens, levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and such payments made by the Secured Party to become obligations of Debtor to the Secured PartyDebtors, due and payable immediately without demand if Debtor has not done so in and secured by the ordinary course of its business;Security Interests; and (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral upon the occurrence of an Event of Default; (ge) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and Debtor's Debtors' expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on the Collateral upon the occurrence of an Event of Default; and (h) to accomplish the purposes of this Security Agreement if Debtor has not done so in the ordinary course of its businessCollateral. Neither the Secured Party nor any person Person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or lawlaw other than as a result of Secured Party's or such Person's gross negligence or wilful misconduct. This power, being coupled with an interest, is irrevocable so long as this Security Agreement shall remain in force.

Secured Party Appointed Attorney. IN-FACT. ------------------------------------------- Debtor hereby authorizes and irrevocably appoints the Secured Party as Debtor's attorney-in-fact, with full authority in the place and stead of Debtor and in the name of Debtor fact to take any action and to execute or otherwise authenticate any instrument record or other documentation that the Secured Party may deem necessary and/or advisable as follows: (a) to obtain and adjust insurance required to be paid to the Secured Party if Debtor has not done so in the ordinary course of its business; (b) to ask, demand, collect, xxx for, recover, compound, receive and give receipts for moneys due and to become due under or in respect of any of the Collateral upon the occurrence of an Event of Default; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clauses (a) and (b) above upon the occurrence of an Event of Default; (d) to file any claims or take any action or institute any proceedings that the Secured Party may deem considers necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its business; (e) to pay or discharge taxes or liens, levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and such payments made by the Secured Party to become obligations of Debtor to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its business; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral upon the occurrence of an Event of Default; (g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and Debtor's expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on the Collateral upon the occurrence of an Event of Default; and (h) advisable to accomplish the purposes of this Security Agreement if Debtor has Agreement, including but not done so limited to the following actions: (1) to endorse and collect all checks, drafts, other payment orders and instruments representing or included in the ordinary course Collateral or representing any payment, dividend or distribution relating to any Collateral or to take any other action to enforce, collect or compromise any of its business. Neither the Collateral; (2) to transfer any Collateral into the name of Secured Party nor or its nominee or any person designated by the broker-dealer which may be an affiliate of Secured Party and to execute any control agreement on Debtor's behalf and as attorney-in-fact for Debtor in order to perfect Secured Party's first priority and continuing Security Interest in the Collateral and in order to provide Secured Party with control of the Collateral, and Debtor's signature on this Agreement or other authentication of this Agreement shall constitute an irrevocable direction by Debtor to any bank, custodian, broker-dealer, any other securities intermediary or commodity intermediary holding any Collateral or any issuer of any letters of credit to comply with the instructions or entitlement orders, as applicable, of Secured Party without further consent of Debtor; (3) to exercise any right, privilege or option pertaining to any Collateral, but Secured Party has no obligation to do so; (4) to file any claims, take any actions or institute any proceedings which Secured Party determines to be liable necessary or appropriate to collect or preserve the Collateral or to enforce Secured Party's rights with respect to the Collateral; (5) to execute in the name of or otherwise authenticate on behalf of Debtor any record reasonably believed necessary or appropriate by Secured Party for compliance with laws, rules or regulations applicable to any acts Collateral, or omissions or for in connection with exercising Secured Party's rights under this Agreement; (6) to file any error financing statement relating to this Agreement electronically, and Secured Party's transmission of judgment or mistake Debtor's name as part of fact or lawany filing relating to this Agreement will constitute Debtor's signature on and authentication of the financing statement; and (7) to do and take any and all actions with respect to the Collateral and to perform any of Debtor's obligations under this Agreement. This power, being appointment is irrevocable and coupled with an interest, is irrevocable so long as this Security Agreement interest and shall remain in forcesurvive the death or disability of Debtor.

Secured Party Appointed Attorney. INin-FACTFact. ------------------------------------------- Debtor hereby Pledgor irrevocably appoints Secured Party, which appointment shall become effective immediately upon occurrence of the Secured Party Grant Effectiveness Condition, as DebtorPledgor's attorney-in-fact, with full authority in the place and stead of Debtor Pledgor and in the name of Debtor Pledgor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that the Secured Party may deem necessary and/or or advisable as followsto accomplish the purposes of this Agreement, including without limitation: (a) to obtain and adjust insurance required file one or more financing or continuation statements, or amendments thereto, relative to be paid to all or any part of the Secured Party if Debtor has not done so in Pledged Collateral without the ordinary course signature of its businessPledgor; (b) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of and constituting any of the Collateral upon the occurrence of an Event of DefaultPledged Collateral; (c) to receive, endorse, endorse and collect any drafts instruments made payable i to Pledgor representing any dividend, principal or interest payment or other instruments, documents distribution in respect of and chattel paper, in connection with clauses (a) constituting the Pledged Collateral or any part thereof and (b) above upon to give full discharge for the occurrence of an Event of Defaultsame; (d) to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its business;Pledged Collateral; and (e) to pay execute on behalf of Pledgor a pledge agreement that is neither subordinated or discharge taxes or liens, levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary contingent but is otherwise similar to discharge the same to be determined by the Secured Party this Agreement in its sole discretion, and such payments made by the Secured Party to become obligations of Debtor to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its business; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral upon the occurrence of an Event of Default; (g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and Debtor's expense, at any time or from time to time, all acts and things that the Secured Party deems necessary to protect, preserve or realize on the Collateral upon the occurrence of an Event of Default; and (h) to accomplish the purposes of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Party nor any person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as this Security Agreement shall remain in forcematerial respects.

Secured Party Appointed Attorney. IN-FACT. ------------------------------------------- Debtor FACT Each Grantor hereby irrevocably appoints the Secured Party as DebtorGrantor's attorney-in-fact, with full authority in the place and stead of Debtor Grantor and in the name of Debtor Grantor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that the Secured Party may deem reasonably necessary and/or or advisable as follows: to accomplish the purposes of this Agreement, at any time upon the occurrence and during the continuance of an Event of Default including (a) to obtain and adjust insurance required to be maintained by Grantor or paid to the Secured Party if Debtor has not done so in pursuant to the ordinary course of its business; Credit Agreement; (b) upon the occurrence and during the continuation of any Event of Default, to askask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral Collateral; (c) upon the occurrence and during the continuation of an any Event of Default; (c) , to receive, endorse, endorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clauses (a) and clause (b) above upon the occurrence of an Event of Default; above; (d) to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral if Debtor has not done so in the ordinary course of its business; Collateral; (e) to pay or discharge taxes or liens, Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole discretion, and any such payments made by the Secured Party to become obligations of Debtor Grantor to the Secured Party, due and payable immediately without demand if Debtor has not done so in the ordinary course of its business; demand; and (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral upon the occurrence and during the continuation of an Event of Default; (g) , generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do, at the Secured Party's option and DebtorGrantor's expense, at any time or from time to time, all acts and things that the Secured Party deems reasonably necessary to protect, preserve or realize on upon the Collateral upon and Secured Party's security interest therein in order to effect the occurrence of an Event of Default; and (h) to accomplish the purposes intent of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Party nor any person designated by the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This powerAgreement, being coupled with an interest, is irrevocable so long all as this Security Agreement shall remain in forcefully and effectively as Grantor might do.