Common use of Agent Appointed Attorney-in-Fact Clause in Contracts

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its as Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreementto time in Agent's discretion, to take any action and to execute any instrument instruments which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as to time, upon the occurrence and during the continuance of an Event of Default has occurred and is continuing under Default, in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-such Grantor’s attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as to time, upon the occurrence and during the continuance of an Event of Default has occurred and is continuing under Default, in the Credit AgreementAgent’s discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as to time, upon the occurrence and during the continuance of an Event of Default has occurred and is continuing under Default, in the Credit AgreementAgent’s discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, Agreement to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, includingincluding the following:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its as Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor Grantor, Agent or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreement, to time in Agent's discretion to take any action and to execute any instrument which that Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, includingincluding without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, and to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time, in the Credit AgreementAgent’s discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as an to time in the Agent's discretion, upon the occurrence and during the continuance of any Event of Default has occurred and is continuing under the Credit AgreementDefault, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementIndenture, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its such Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such Grantor the Grantor, the Lenders or otherwise, at such from time as to time in the Agent's discretion, upon the occurrence and continuance of an Unmatured Default or an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as an to time in the Agent's discretion, upon the occurrence and during the continuance of any Event of Default has occurred and is continuing under the Credit AgreementDefault, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:any

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Revolving Credit Agreement, subject to the terms of the First Lien Intercreditor Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, includingincluding the following:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, subject to the terms of then existing leases, contracts, other agreements and the Financing Order, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementNotes, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event to time in the Agent’s discretion, following the occurrence and during the continuance of Default has occurred and is continuing under the Credit Agreementa Specified Default, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including:

Agent Appointed Attorney-in-Fact. (a) Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's Permitted Discretion, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Secured Note Purchase Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with fact at the time of the execution of this Agreement. The Agent shall have full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, without notice to Grantor, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor of the Grantors hereby irrevocably appoints the Agent its such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as to time after the occurrence and during the continuance of an Event of Default has occurred and is continuing under in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, subject to the terms of then existing leases, contracts and other agreements, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, without notice to any Grantor or Borrower, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, to, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor Grantor, the Agent or otherwise, at such from time as to time in the Agent's discretion, while an Event of Default has occurred and is continuing under the Credit AgreementExists, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this AgreementAgreement (subject to the fights of the Grantor under Section 7), including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such Grantor the Grantor, the Lenders or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreementto time in Agent's discretion, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints and constitutes Agent its attorney-in-fact, with full power of substitution and resubstitution, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Indenture or any Additional Pari Passu Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as to time in the Agent's discretion following the occurrence and during the continuance of an Event of Default has occurred and is continuing under the Credit AgreementDefault, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-such Grantor’s attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as to time, upon the occurrence and during the continuation of an Event of Default has occurred and is continuing under Default, in the Credit AgreementAgent’s discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Financing Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. (a) Each Grantor hereby irrevocably appoints the Agent its attorney-in-such Grantor’s attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as to time, upon the occurrence and during the continuation of an Event of Default has occurred and is continuing under Default, in the Credit AgreementAgent’s discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in fact of the place Grantor solely for the purpose of carrying out the provisions of this Agreement and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:which appointment is irrevocable and coupled with an interest.

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent on behalf of the Secured Parties its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementNotes, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the Grantor’s attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as to time in the Agent’s reasonable discretion upon the occurrence and during the continuance of an Event of Default has occurred and is continuing under the Credit AgreementDefault, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Indenture, subject to the terms of the Intercreditor Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the attorney-in-factfact of the Grantor, with full authority in which appointment shall be effective upon the place occurrence and stead continuance of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred Default, solely for the purpose of carrying out the provisions of this Agreement and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may deem reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:which appointment is irrevocable and coupled with an interest.

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, without notice to any Grantor or Borrower, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event to time in the Agent's discretion, following the occurrence and during the continuance of Default has occurred and is continuing under the Credit Agreementa Specified Default, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-attorney- in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementSecured Note, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent on behalf of Secured Parties its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementNotes, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby -------------------------------- irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementIndenture, subject to the terms of then existing leases, contracts and other agreements, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby -------------------------------- irrevocably appoints the Agent its such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, subject to the Agent's authority as provided in the Note Purchase Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor of the Grantors hereby irrevocably appoints the Agent its such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as to time after the occurrence and during the continuance of an Event of Default has occurred and is continuing under in the Credit AgreementAgent’s discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementIndenture, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable required by law to accomplish the purposes of this Agreement, including:including (but subject to the Intercreditor Agreement and the occurrence of the First Lien Termination Date):

Agent Appointed Attorney-in-Fact. Each Grantor of the Grantors hereby irrevocably appoints the Agent its such Grantor’s attorney-in-in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as to time after the occurrence and during the continuance of an Event of Default has occurred and is continuing under in the Credit AgreementAgent’s discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with fact at the time of the execution of this Agreement. The Agent shall have full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Upon the occurrence and during the continuance of an Event of Default, the Grantor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in fact of the place Grantor solely for the purpose of carrying out the provisions of this Agreement and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:which appointment is irrevocable and coupled with an interest.

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints and constitutes Agent its as Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreementto time in Agent's discretion, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (a) following the occurrence and during the continuance of a Default, to:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as to time, if an Event of Default has shall have occurred and is continuing under be continuing, in the Credit AgreementAgent’s discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-fact, with fact at the time of the execution of this Agreement. The Agent shall have full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which that Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, subject to the terms of then existing leases, contracts and other agreements, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its attorney-in-such Grantor’s true and lawful attorney in fact, with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as to time, upon the occurrence and during the continuance of an Event of Default has occurred and is continuing under Default, in the Credit AgreementAgent’s discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its as the Grantor's attorney-in-factfact (such power being coupled with an interest), with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this AgreementAgreement (subject to the rights of the Grantor under Section 8), including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this AgreementAgreement or any other Loan Document, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which the 122 10 Agent may reasonably deem necessary or advisable to accomplish the purposes of this AgreementAgreement (subject to the rights of such Grantor under Section 3.4), includingincluding without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementIndenture, to take any action and to execute any instrument which Agent (acting upon the instruction of the Directing Party) may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreementto time, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:upon the

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its as such Grantor’s attorney-in-fact, which appointment is coupled with an interest, with full authority in the place and stead of such Grantor and in the name of such Grantor Grantor, Agent or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreement, to time in Agent’s discretion (subject however to compliance with applicable law) to take any action and to execute any instrument which that Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementcontinuing, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in the place and stead fact of such Grantor upon the occurrence and in during the name continuance of such Grantor or otherwise, at such time as an Event of Default has occurred solely for the purpose of carrying out the provisions of this Agreement and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:which appointment is irrevocable and coupled with an interest.

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Security Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which the Security Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its as Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event to time after the occurrence and during the continuance of Default has occurred and is continuing under a Default, in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby -------------------------------- irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its as Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor Grantor, Agent or otherwise, at such from time as to time upon the occurrence and during the continuance of an Event of Default has occurred and is continuing under the Credit Agreement, in Agent's discretion to take any action and to execute any instrument which that Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the Grantor’s attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such time as following the occurrence of an Event of Default has occurred and is continuing under from time to time in the Credit AgreementAgent’s discretion, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby -------------------------------- irrevocably appoints the Agent its such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as upon the occurrence and continuance of an Event of Default has occurred and is continuing under the Credit AgreementDefault, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and US-DOCS\130282224.4 in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementIndenture, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit Agreement, Agent's discretion to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreementand which has not been waived, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit AgreementBridge Notes, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its the attorney-in-fact, with full authority in the place and stead fact of such Grantor solely for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take taking any action and to execute executing any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including:which appointment is irrevocable and coupled with an interest.

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as to time in the Agent's discretion upon the occurrence and during the continuance of an Event of Default has occurred and is continuing under the Credit AgreementDefault, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Such Grantor hereby irrevocably appoints the Agent its as such Grantor's attorney-in-fact, coupled with an interest, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, following the occurrence and during the continuance of a Default, to:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its as such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, subject to the Intercreditor Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each The -------------------------------- Grantor hereby irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under to time in the Credit AgreementAgent's discretion, to take any action and to execute any instrument which the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, following the occurrence of an Event of Default:

Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints the Agent its the Grantor's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such Grantor the Grantor, the Agent or otherwise, at such from time as to time upon the occurrence and continuation of an Event of Default has occurred and is continuing under in the Credit Agreement, Agent's discretion to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its Grantor’s attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such Grantor the Grantor, the Lenders or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreementto time in Agent’s discretion, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints each of Agent and Canadian Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the either Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Term Loan Agreement, subject to the terms of then existing leases, contracts and other agreements, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably -------------------------------- appoints Agent its as Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreementto time in Agent's reasonable discretion, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (a) following the occurrence and during the continuance of a Default, to:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, only at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, Agreement including:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its as Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as an Event of Default has occurred and is continuing under the Credit Agreementto time in Agent’s discretion, to take any action and to execute any instrument instruments which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Agent its such Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such from time as to time in the Agent's discretion upon the occurrence and during the continuance of an Event of Default has occurred and is continuing under the Credit AgreementDefault, to take any action and to execute any instrument which that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as effective upon and during the continuance of an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including: