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

Secured Party May Perform; Secured Party Appointed Attorney-in-Fact. (a) If any Debtor shall fail to perform any covenants contained in this Agreement or any other Loan Document (including such Debtor’s covenants to (i) pay the premiums in respect of all required insurance policies, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of any Debtor under any Collateral) or if any representation or warranty on the part of any Debtor contained herein shall be breached, the Secured Party may (but shall not be obligated to) advance funds on behalf of such Debtor in order to insure such Debtor’s compliance with any covenant in this Agreement or any other Loan Document; provided, however, that, the Secured Party shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which any Debtor fails to pay or perform as and when required hereby and which such Debtor does not contest in good faith. Any and all amounts so expended by the Secured Party shall be paid by each Debtor and shall become part of the Obligations. Neither the provisions of this Section 8.2 nor any action taken by the Secured Party 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.

Secured Party May Perform; Secured Party Appointed Attorney-in-Fact. (a) If any Debtor Pledgor shall fail to perform any covenants contained in this Agreement or any other Loan Document (including such Debtor’s Pledgor's covenants to (i) pay the premiums in respect of all required insurance policiespolicies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’', carriers’', mechanics’', workmen’s's, repairmen’s's, laborers’', materialmen’s's, suppliers’ ' and warehousemen’s 's Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, other than Permitted Liens or (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations other than Permitted Liens but after the expiration of any Debtor under any Collateralgrace period) or if any representation or warranty on the part of any Debtor Pledgor contained herein shall fail to be breachedtrue in all material respects, the Secured Party may (but shall not be obligated to) advance do the same or cause it to be done or remedy any such breach, and may expend funds on behalf of for such Debtor in order to insure such Debtor’s compliance with any covenant in this Agreement or any other Loan Documentpurpose; provided, however, that, that the Secured Party shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which any Debtor such Pledgor fails to pay or perform as and when required hereby and which such Debtor Pledgor does not contest in good faithaccordance with the provisions of the Loan Agreement; provided, further, that unless an Event of Default has occurred and is continuing or time is of the essence, the Secured Party shall not take the foregoing actions without first making demand on the Pledgors and the Pledgors failing to promptly comply therewith. Any and all amounts so expended by the Secured Party shall be paid by each Debtor the Pledgors in accordance with the provisions of Sections 4.03 and shall become part 4.04 of the ObligationsLoan Agreement. Neither the provisions of this Section 8.2 11.2 nor any action taken by the Secured Party pursuant to the provisions of this Section 8.2 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Secured Party its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Secured Party's discretion to take any action and to execute any instrument consistent with the terms of the Loan Agreement, this Agreement and the other Loan Documents which the Secured Party may deem necessary or advisable to accomplish the purposes hereof (but the Secured Party shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 11.2 to the contrary, the Administrative Agent agrees that, except as provided above, it will not exercise any rights under the foregoing power of attorney unless an Event of Default shall have occurred and be continuing.

Secured Party May Perform; Secured Party Appointed Attorney-in-Fact. (a) If any the Debtor shall fail to perform any covenants contained in this Agreement or any other Loan Document (including such the Debtor’s covenants to (i) pay the premiums in respect of all required insurance policies, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of any the Debtor under any Collateral) or if any representation or warranty on the part of any the Debtor contained herein shall be breached, the Secured Party may (but shall not be obligated to) advance funds on behalf of such the Debtor in order to insure such the Debtor’s compliance with any covenant in this Agreement or any other Loan Document; provided, however, that, the Secured Party shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which any the Debtor fails to pay or perform as and when required hereby and which such the Debtor does not contest in good faith. Any and all amounts so expended by the Secured Party shall be paid by each the Debtor and shall become part of the Obligations. Neither the provisions of this Section 8.2 nor any action taken by the Secured Party 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.

Secured Party May Perform; Secured Party Appointed Attorney-in-Fact. (a) If any Debtor Grantor shall fail to perform any covenants contained in this Agreement or any other Loan Document (including such DebtorGrantor’s covenants to (i) pay the premiums in respect of all required insurance policiespolicies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the CollateralClaims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of any Debtor such Grantor under any Pledged Collateral) or if any representation or warranty on the part of any Debtor Grantor contained herein shall be breached, the Secured Party may (but shall not be obligated to) advance do the same or cause it to be done or remedy any such breach, and may expend funds on behalf of for such Debtor in order to insure such Debtor’s compliance with any covenant in this Agreement or any other Loan Documentpurpose; provided, however, that, that the Secured Party shall in no event be bound to inquire into the validity of any tax, Lienlien, imposition or other obligation which any Debtor such Grantor fails to pay or perform as and when required hereby and which such Debtor Grantor does not contest in good faithaccordance with Section 3.17. Any and all amounts so expended by the Secured Party shall be paid by each Debtor and shall become part the Grantors in accordance with Section 11.03 of the ObligationsLoan Agreement. Neither the provisions of this Section 8.2 nor any action taken by the Secured Party 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 any representation or warranty from constituting an Event of a Default.

Secured Party May Perform; Secured Party Appointed Attorney-in-Fact. (a) If any Debtor Pledgor shall fail to perform any covenants contained in this Agreement or any other Loan Document (including such DebtorPledgor’s covenants [*****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. to (i) pay the premiums in respect of all required insurance policiespolicies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, other than Permitted Liens or (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations other than Permitted Liens but after the expiration of any Debtor under any Collateralgrace period) or if any representation or warranty on the part of any Debtor Pledgor contained herein shall fail to be breachedtrue in all material respects, the Secured Party may (but shall not be obligated to) advance do the same or cause it to be done or remedy any such breach, and may expend funds on behalf of for such Debtor in order to insure such Debtor’s compliance with any covenant in this Agreement or any other Loan Documentpurpose; provided, however, that, that the Secured Party shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which any Debtor such Pledgor fails to pay or perform as and when required hereby and which such Debtor Pledgor does not contest in good faithaccordance with the provisions of the Loan Agreement; provided, further, that unless an Event of Default has occurred and is continuing or time is of the essence, the Secured Party shall not take the foregoing actions without first making demand on the Pledgors and the Pledgors failing to promptly comply therewith. Any and all amounts so expended by the Secured Party shall be paid by each Debtor the Pledgors in accordance with the provisions of Sections 4.03 and shall become part 4.04 of the ObligationsLoan Agreement. Neither the provisions of this Section 8.2 11.2 nor any action taken by the Secured Party pursuant to the provisions of this Section 8.2 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Secured Party its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument consistent with the terms of the Loan Agreement, this Agreement and the other Loan Documents which the Secured Party may deem necessary or advisable to accomplish the purposes hereof (but the Secured Party shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Anything in this Section 11.2 to the contrary, the Administrative Agent agrees that, except as provided above, it will not exercise any rights under the foregoing power of attorney unless an Event of Default shall have occurred and be continuing.

Secured Party May Perform; Secured Party Appointed Attorney-in-Fact. (a) If any Debtor Pledgor shall fail to perform any covenants contained in this Agreement or any other Loan Document (including such DebtorPledgor’s covenants to (i) pay the premiums in respect of all required insurance policiespolicies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the CollateralCharges, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of any Debtor such Pledgor under any Collateral) or if any representation or warranty on the part of any Debtor Pledgor contained herein shall be breached, the Secured Party may (but shall not be obligated to) advance ), upon the occurrence and during the continuance of an Event of Default, do the same or cause it to be done or remedy any such breach, and may expend funds on behalf of for such Debtor in order to insure such Debtor’s compliance with any covenant in this Agreement or any other Loan Documentpurpose; provided, however, that, that the Secured Party shall in no event be bound to inquire into the validity of any taxCharges, Lienlien, imposition or other obligation which any Debtor such Pledgor fails to pay or perform as and when required hereby and which such Debtor Pledgor does not contest in good faithaccordance with the provisions of Section 4.10. Any and all amounts so expended by the Secured Party shall be paid by each Debtor the Pledgors in accordance with the provisions of Section 9.5 hereof and shall become part Section 8.2 of the ObligationsLoan Agreement. Neither the provisions of this Section 8.2 9.2 nor any action taken by the Secured Party pursuant to the provisions of this Section 8.2 9.2 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. Each Pledgor hereby appoints the Secured Party 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 upon the occurrence and during the continuance of an Event of Default in the Secured Party’s discretion to take any action and to execute any instrument consistent with the terms of the Loan Agreement, this Agreement and the other Loan Documents which the Secured Party may deem necessary, advisable or prudent to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Secured Party May Perform; Secured Party Appointed Attorney-in-Fact. (a) If any Debtor the Pledgor shall fail to perform any covenants contained in this Agreement or any other Loan Credit Document (including such Debtorthe Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of any Debtor the Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Debtor the Pledgor contained herein shall be breached, the Secured Party may (but shall not be obligated to) advance funds on behalf of such Debtor the Pledgor in order to insure such Debtorthe Pledgor’s compliance with any covenant in this Agreement or any other Loan Credit Document; provided, however, that, the Secured Party shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which any Debtor the Pledgor fails to pay or perform as and when required hereby and which such Debtor the Pledgor does not contest in good faith. Any and all amounts so expended by the Secured Party shall be paid by each Debtor the Pledgor and shall become part of the Obligations. Neither the provisions of this Section 8.2 9.2 nor any action taken by the Secured Party pursuant to the provisions of this Section 8.2 9.2 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.

Secured Party May Perform; Secured Party Appointed Attorney-in-Fact. (a) If any Debtor the Pledgor shall fail to perform any covenants contained in this Agreement or any other Loan Document (including such Debtorthe Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of any Debtor the Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Debtor the Pledgor contained herein shall be breached, the Secured Party may (but shall not be obligated to) advance funds on behalf of such Debtor the Pledgor in order to insure such Debtorthe Pledgor’s compliance with any covenant in this Agreement or any other Loan Document; provided, however, that, the Secured Party shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which any Debtor the Pledgor fails to pay or perform as and when required hereby and which such Debtor the Pledgor does not contest in good faith. Any and all amounts so expended by the Secured Party shall be paid by each Debtor the Pledgor and shall become part of the Obligations. Neither the provisions of this Section 8.2 9.2 nor any action taken by the Secured Party pursuant to the provisions of this Section 8.2 9.2 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.

Secured Party May Perform; Secured Party Appointed Attorney-in-Fact. (a) If any Debtor the Pledgor shall fail to perform any covenants contained in this Agreement or any other Loan Credit Document (including such Debtorthe Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of any Debtor the Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Debtor the Pledgor contained herein shall be breached, the Secured Party may (but shall not be obligated to) advance funds on behalf of such Debtor the Pledgor in order to insure such Debtorthe Pledgor’s compliance with any covenant in this Agreement or any other Loan Credit Document; provided, however, that, the Secured Party shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which any Debtor the Pledgor fails to pay or perform as and when required hereby and which such Debtor the Pledgor does not contest in good faith. Any and all amounts so expended by the Secured Party shall be paid by each Debtor the Pledgor and shall become part of the Obligations. Neither Nei-ther the provisions of this Section 8.2 9.2 nor any action taken by the Secured Party pursuant to the provisions of this Section 8.2 9.2 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.

Secured Party May Perform; Secured Party Appointed Attorney-in-Fact. (a) If any Debtor Pledgor shall fail to perform any material covenants contained in this Agreement or any other Loan Document (including such Debtorincluding, without limitation, Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon Charges or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Collateral, (iii) make repairs, (iv) discharge Liens or (vii) pay or perform any obligations of any Debtor Pledgor under any Pledged Collateral) or if any material representation or warranty on the part of any Debtor Pledgor contained herein shall be breached, the Secured Party may (but shall not be obligated to) advance do the same or cause it to be done or remedy any such breach, and may expend funds on behalf of for such Debtor in order to insure such Debtor’s compliance with any covenant in this Agreement or any other Loan Documentpurpose; provided, however, that, that the Secured Party shall in no event be bound to inquire into the validity of any tax, Lienlien, imposition or other obligation which any Debtor Pledgor fails to pay or perform as and when required hereby and which such Debtor Pledgor does not contest in good faithaccordance in accordance with the provision of Section 4.10 hereof. Any and all amounts so expended by the Secured Party shall be paid by each Debtor and shall become part Pledgor in accordance with the provisions of the ObligationsSection 9.3 hereof. Neither the provisions of this Section 8.2 9.2 nor any action taken by the Secured Party pursuant to the provisions of this Section 8.2 9.2 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. Pledgor hereby appoints the Secured Party its attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, or otherwise, from time to time in the Secured Party’s discretion upon prior written notice to take any action and to execute any instrument consistent with the terms of this Agreement and the Purchase Agreement (including the Amendment) which the Secured Party may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Pledgor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdiction and with any filing offices as the Secured Party may determine, in its reasonable discretion, are necessary or advisable to perfect the security interest granted to the Secured Party for the benefit of the Secured Parties in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Secured Party may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Secured Party for the benefit of the Secured Parties in connection herewith.