Common use of Appointment of Attorney-in-Fact Clause in Contracts

Appointment of Attorney-in-Fact. Each Loan Party hereby constitutes and appoints Agent as its attorney-in-fact with full authority in the place and stead of such Loan Party and in the name of such Loan Party, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral; and (e) 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. The appointment of Agent as each Loan Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable until payment in full and complete performance of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement).

Appointment of Attorney-in-Fact. Each Loan Note Party hereby constitutes and appoints Agent as its such Note Party’s attorney-in-fact with full authority in the place and stead of such Loan Note Party and in the name of such Loan Note Party, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇s▇▇ 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Note Party with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders the other Secured Parties with respect to any of the Collateral; (d) 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 Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable immediately without demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral; and (f) generally to take any act required of any Note Party under Section 4 or Section 5 of this Agreement or any Security Document, 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 Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Note Parties’ expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Each Note Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4. The appointment of Agent as each Loan Note Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable until payment in full and complete performance full, in cash, of all of the Obligations (other than unasserted contingent indemnification obligations to the extent no claims for indemnification or expense reimbursementgiving rise thereto have been asserted by the Person entitled thereto).

Appointment of Attorney-in-Fact. Each Loan Credit Party hereby constitutes and appoints Agent Lender as its attorney-in-fact with full authority in the place and stead of such Loan Credit Party and in the name of such Loan Credit Party, Agent Lender or otherwise, from time to time in AgentLender’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent and Lenders Lender with respect to any of the Collateral; and (e) 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. The appointment of Agent Lender as each Loan Credit Party’s attorney and AgentLender’s rights and powers are coupled with an interest and are irrevocable until payment in full and complete performance of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)Obligations.

Appointment of Attorney-in-Fact. Each Loan Party Borrower hereby constitutes and appoints Agent Lender as its such Borrower's attorney-in-fact with full authority in the place and stead of such Loan Party Borrower and in the name of such Loan PartyBorrower, Agent Lender or otherwise, from time to time in Agent’s Lender's discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sue ▇▇▇ 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; (b) to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent and Lenders Lender with respect to any of the Collateral; and (e) 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; (f) prepare, file and sign such Borrower's name on any proof of claim in bankruptcy, cost report (final or interim) or other similar document against a Payor; and (g) notify the postal authorities of any change of the address for delivery of such Borrower's mail with respect to Accounts to an address designated by Lender, and open and dispose of all mail with respect to Accounts addressed to such Borrower. The appointment of Agent Lender as each Loan Party’s Borrower's attorney and Agent’s Lender's rights and powers are coupled with an interest and are irrevocable until payment in full and complete performance of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)Obligations.

Appointment of Attorney-in-Fact. Each Loan Party Borrower hereby constitutes and appoints Agent as its Borrower’s attorney-in-fact with full authority in the place and stead of such Loan Party Borrower and in the name of such Loan PartyBorrower, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of Borrower with respect to such obligations and to any customer or obligor thereunder or allow any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral; (d) 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 Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable immediately without demand; (e) 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 or General Intangibles and other documents relating Documents constituting Collateral; and (f) generally to take any act required of Borrower under Section 5 of this Agreement, 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 Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Borrower’s expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Borrower hereby ratifies and approves all acts of Agent made or taken pursuant to this subsection 8.5. The appointment of Agent as each Loan PartyBorrower’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder are in effect and until indefeasible payment in full and complete performance full, in cash, of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)Obligations.

Appointment of Attorney-in-Fact. Each Loan Party The Administrative Agent shall hereby constitutes have the right, and appoints the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint the Administrative Agent (and all officers, employees, or Administrative Agents designated by the Administrative Agent) as its true and lawful attorney-in-fact and Administrative Agent, with full authority in the place and stead power of such Loan Party and in the name of such Loan Party, Agent or otherwisesubstitution, from time to time in Agent’s discretion while but only to the extent following the occurrence of an Event of Default which is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, includinghas not been waived in accordance with Section 15.1 hereof: (a) to askeffectuate, demandin the Borrower's or such Subsidiary Guarantor's name, collectthe Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (b) in the Borrower's, such Subsidiary Guarantor's, or Administrative Agent's name: (i) to demand payment of the Accounts, (ii) to enforce payment of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary Guarantor's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Law, to sell or assign the Accounts and other Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisable, (vii) to discharge and release the Accounts and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ix) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts, (xi) to do all acts and things reasonably necessary, in the Administrative Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (xii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to the Cash Concentration Account of the Administrative Agent, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bil▇, ▇il▇ ▇▇ forlading, recoveror similar document or agreement relating to the Accounts, compoundInventory and any other Collateral, (xiv) to use the Borrower's or such Subsidiary Guarantor's stationery and sign the name of the Borrower or such Subsidiary Guarantor to verifications of the Accounts and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the Borrower or such Subsidiary Guarantor has access, (xvi) to make and adjust claims under such policies of insurance insuring the Collateral, receive and give acquittance and receipts for moneys due and to become due under or in respect of any endorse the name of the Borrower or such Subsidiary Guarantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance insuring the Collateral; (b) to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents make all determinations and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent and Lenders decisions with respect to any such policies of insurance and (xvii) to notify post office authorities to change the address for delivery of the Collateral; Borrower's or such Subsidiary Guarantor's mail to an address designated by the Administrative Agent, receive and (e) 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 open all mail addressed to the Borrower, and, after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to the Borrower. The appointment Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of Agent as each Loan Party’s attorney and Agent’s rights and powers are is a power coupled with an interest and are irrevocable until payment in full and complete performance of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)shall be irrevocable.

Appointment of Attorney-in-Fact. Each Loan Note Party hereby constitutes and appoints Agent as its such Note Party’s attorney-in-fact with full authority in the place and stead of such Loan Note Party and in the name of such Loan Note Party, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ sue 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Note Party with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders the other Secured Parties with respect to any of the Collateral; (d) 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 Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable immediately without demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral; and (f) generally to take any act required of any Note Party under Section 4 or Section 5 of this Agreement or any Security Document, 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 Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Note Parties’ expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Each Note Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4. The appointment of Agent as each Loan Note Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable until payment in full and complete performance full, in cash, of all of the Obligations (other than unasserted contingent indemnification obligations to the extent no claims for indemnification or expense reimbursementgiving rise thereto have been asserted by the Person entitled thereto).

Appointment of Attorney-in-Fact. Each Loan Party hereby constitutes and appoints Agent as its such Loan Party’s attorney-in-fact with full authority in the place and stead of such Loan Party and in the name of such Loan Party, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇s▇▇ 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Loan Party with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral; (d) 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 Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable immediately without demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral; and (f) generally to take any act required of any Loan Party under Section 4 or Section 5 of this Agreement, 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 Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Loan Parties’ expense, at any time or from time to time, all acts and things that Agent deems necessary Loan Parties’ protect, preserve or realize upon the Collateral. Each Loan Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 7.5. The appointment of Agent as each Loan Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full and complete performance full, in cash, of all Obligations and termination of the Obligations (other than unasserted claims for indemnification or expense reimbursement)all Lender Letters of Credit.

Appointment of Attorney-in-Fact. Each Loan Party hereby constitutes and appoints Senior Agent as its such Loan Party’s attorney-in-fact with full authority in the place and stead of such Loan Party and in the name of such Loan Party, Senior Agent or otherwise, from time to time in Senior Agent’s discretion while an Event of Default is continuing (except that the Senior Agent shall at all times be able to file under the Uniform Commercial Code and the Personal Property Security Act financing statements and financing change statements in the name of each Loan Party as debtor, and record in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property (as defined in the Security Agreements) in the name of each Loan Party as assignor) to take any action and to execute any instrument that Senior Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Senior Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent Agents and Lenders with respect to any of the Collateral; and (e) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receiptsreceipts or any other documents of title, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral, (f) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (g) to defend any suit, action or proceeding brought against any Loan Party with respect to any Collateral; (h) to settle, compromise or adjust any suit, action or proceeding described in the preceding clause and, in connection therewith, to give such discharges or releases as the Senior Agent may deem appropriate; (i) generally, to sell or transfer and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Senior Agent were the absolute owner thereof for all purposes, and to do, at the Senior Agent’s option and the Loan Party’s expense, at any time, or from time to time, all acts and things which the Senior Agent deems necessary to protect, preserve or realize upon the Collateral and the Liens of the Senior Agent thereon and to effect the intent of this Agreement all as fully and effectively as any Loan Party might do; and (j) execute, in connection with any foreclosure, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. The appointment of Senior Agent as each Loan Party’s attorney and Senior Agent’s rights and powers are coupled with an interest and are irrevocable until indefeasible payment in full and complete performance of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)and the termination of the Commitments.

Appointment of Attorney-in-Fact. Each Loan Party Grantor hereby constitutes and appoints the Collateral Agent as its Grantor’s attorney-in-fact with full authority in the place and stead of such Loan Party each Grantor and in the name of such Loan Partyeach Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (aA) to ask, demand, collect, ▇▇▇ for, recover, compound, receive and give acquittance acquaintance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bB) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of Grantors with respect to such obligations and to any customer or obligor thereunder or allow any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (dC) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Collateral Agent and Lenders with respect to any of the Collateral; (D) 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 Collateral Agent in its sole discretion, and such payments made by the Collateral Agent to become Obligations, due and payable immediately without demand; (eE) 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 or General Intangibles of Grantors and other documents Documents relating to the Collateral; and (F) generally to take any act required of any Grantor under Section 3 or Section 4 of this Agreement, 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 Collateral Agent was the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and Grantors’ expense, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral. Each Grantor hereby ratifies and approves all acts of the Collateral Agent made or taken pursuant to this subsection 5.3 except for those arising from fraud, gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. The appointment of the Collateral Agent as each Loan Party’s Grantors’ attorney and the Collateral Agent’s rights and powers are coupled with an interest and are irrevocable until indefeasible payment in full and complete performance full, in cash, of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)Obligations.

Appointment of Attorney-in-Fact. Each Loan Party Borrowers hereby constitutes constitute and appoints appoint Collateral Agent as its Borrowers' attorney-in-fact with full authority in the place and stead of such Loan Party any Borrower and in the name of such Loan Partyany Borrower, Collateral Agent or otherwise, from time to time in Collateral Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Borrower with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Collateral Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Collateral Agent and Lenders with respect to any of the Collateral; (d) 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 Collateral Agent in its sole discretion, and such payments made by Collateral Agent to become Obligations, due and payable promptly on demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral; and (f) generally to take any act required of any Borrower under this Agreement, 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 Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent's option and Borrowers' expense, at any time or from time to time, all acts and things that Collateral Agent deems necessary to protect, preserve or realize upon the Collateral. Without limiting the foregoing, each Borrower hereby irrevocably authorizes the Collateral Agent to send to each Insurer that is an Account Debtor on any Account of such Borrower any notice that such Borrower is required to deliver hereunder if such Borrower has failed to deliver any such notice within five (5) Business Days after such Borrower was required to deliver such notice. In addition, if any Borrower breaches its obligation hereunder to direct payments of the proceeds of the Collateral to the appropriate Blocked Account, the Collateral Agent, as the true and lawful attorney for such Borrower pursuant to this subsection 8.5 and subject to any applicable law or regulation, may, by the signature or other act of any of the Collateral Agent's officers (without requiring any of them to do so), direct any federal, state or private payor or fiscal intermediary to pay proceeds of the Collateral to such Borrowers hereby ratify and approve all acts of Collateral Agent made or taken pursuant to and in accordance with this subsection 8.5. The appointment of Collateral Agent as each Loan Party’s attorney Borrowers' attorney-in-fact and Collateral Agent’s 's rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full and complete performance full, in cash, of all of the Obligations (other than unasserted claims for contingent indemnification or expense reimbursement)obligations) and termination of all Letters of Credit.

Appointment of Attorney-in-Fact. Each Loan Party Borrower hereby constitutes and appoints Agent Lender as its such Borrower's attorney-in-fact with full authority in the place and stead of such Loan Party Borrower and in the name of such Loan PartyBorrower, Agent Lender or otherwise, from time to time in Agent’s Lender's discretion while after the occurrence and during the continuance of an Event of Default is continuing to take any action and to execute any instrument that Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) if the Obligations shall have been accelerated, to adjust, settle or compromise the amount or payment of any AccountContract, or release wholly or partly any customer Contract Obligor or obligor other applicable Contract Rights Payor thereunder or allow any credit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent and Lenders Lender with respect to any of the Collateral; and (e) 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. The appointment ; (f) prepare, file and sign such Borrower's name on any proof of Agent as each Loan Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable until payment claim in full and complete performance of all of the Obligations (bankruptcy or similar document against any Contract Obligor or other than unasserted claims for indemnification or expense reimbursement).Contract Rights Payor;

Appointment of Attorney-in-Fact. Each Loan Party hereby constitutes and appoints Agent as its such Loan Party's attorney-in-fact with full authority in the place and stead of such Loan Party and in the name of such Loan Party, Agent or otherwise, from time to time in Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Loan Party with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral; (d) 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 Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable immediately without demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral; and (f) generally to take any act required of any Loan Party under Section 4 or Section 5 of this Agreement, 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 Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and Loan Parties' expense, at any time or from time to time, all acts and things that Agent deems necessary Loan Parties' protect, preserve or realize upon the Collateral. Each Loan Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 7.5. The appointment of Agent as each Loan Party’s 's attorney and Agent’s 's rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full and complete performance full, in cash, of all Obligations and termination of the Obligations (other than unasserted claims for indemnification or expense reimbursement)all Lender Letters of Credit.

Appointment of Attorney-in-Fact. Each Loan Party hereby constitutes and appoints each Agent as its such Loan Party's attorney-in-fact with full authority in the place and stead of such Loan Party and in the name of such Loan Party, any Agent or otherwise, from time to time in such Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that such Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that such Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of such Agent and Lenders with respect to any of the Collateral; and (e) 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. Regardless of whether an Event of Default has occurred or is continuing, each Loan Party that is a party hereto authorizes Administrative Agent to file financing statements describing Collateral of such Loan Party with or without the signature of the Loan Party, or to file a photocopy of this Agreement in substitution for a financing statement, as Administrative Agent may deem appropriate and to execute in such Loan Party's name such financing statements and amendments thereto and continuation statements which may require the Loan Party's signature. The appointment of Agent Agents as each Loan Party’s 's attorney and Agent’s Agents' rights and powers are coupled with an interest and are irrevocable until payment in full and complete performance of all of the Obligations Obligations." (bb) subsection 8.6(B) of the Original Loan and Security Agreement is amended and restated in its entirety as follows: "It is expressly agreed by each Loan Party that, anything herein to the contrary notwithstanding, each Loan Party shall remain liable in respect of the Collateral and all other than unasserted claims for indemnification agreements to which it is a party or expense reimbursement)by which it is bound relating to the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Neither any Agent nor any Lender shall have any obligation or liability under any Contract by reason of or arising out of this Agreement or the granting herein of a Lien thereon or the receipt by any Agent or any Lender of any payment relating to any Contract pursuant hereto. Neither any Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of each Loan Party in respect of the Collateral, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party in respect of the Collateral, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times."

Appointment of Attorney-in-Fact. Each of the Restricted Loan Party Parties hereby constitutes and appoints Agent as its such Person’s attorney-in-fact with full authority in the place and stead of such Loan Party Person and in the name of such Loan PartyPerson, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this AgreementAgreement or the other Loan Documents, including: (a) to ask, demand, collect, ▇▇▇ sue 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Restricted Loan Party with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the Lenders with respect to any of the Collateral; and (ed) 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 or General Intangibles and other documents Documents relating to the Collateral; and (e) generally to take any act required of any Restricted Loan Party under Section 4 or Section 5 of this Agreement, 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 Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Borrowers’ expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. The Restricted Loan Parties hereby ratify and approve all acts of Agent made or taken pursuant to this Section 8.6. The appointment of Agent as each the Restricted Loan Party’s attorney Parties’ attorney-in-fact and Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Revolving Loan Commitments hereunder shall be in effect and until payment in full and complete performance full, in cash, of all of the Obligations (other than unasserted claims for contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of all Lender Letters of Credit (or expense reimbursementother arrangement acceptable to the issuer thereof in writing).

Appointment of Attorney-in-Fact. Each Loan Party Grantor hereby constitutes and appoints Administrative Agent as its Grantor’s attorney-in-fact with full authority in the place and stead of such Loan Party each Grantor and in the name of such Loan Partyeach Grantor, Administrative Agent or otherwise, from time to time in Administrative Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (aA) to ask, demand, collect, ▇▇▇ 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; (bB) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of Grantors with respect to such obligations and to any customer or obligor thereunder or allow any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (dC) to file any claims or take any action or institute any proceedings that Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Administrative Agent and Lenders with respect to any of the Collateral; (D) 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 Administrative Agent in its sole discretion, and such payments made by Administrative Agent to become Obligations, due and payable immediately without demand; (eE) 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 or General Intangibles of Grantors and other documents Documents relating to the Collateral; and (F) generally to take any act required of any Grantor under Section 3 or Section 4 of this Agreement, 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 Administrative Agent were the absolute owner thereof for all purposes, and to do, at Administrative Agent’s option and Grantors’ expense, at any time or from time to time, all acts and things that Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. Each Grantor hereby ratifies and approves all acts of Administrative Agent made or taken pursuant to this subsection 5.2. The appointment of Administrative Agent as each Loan Party’s Grantors’ attorney and Administrative Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full and complete performance full, in cash, of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)Obligations.

Appointment of Attorney-in-Fact. Each Loan Party hereby constitutes and appoints Agent as its such Loan Party’s attorney-in-fact with full authority in the place and stead of such Loan Party and in the name of such Loan Party, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Loan Party with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral; (d) 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 Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable immediately without demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral; and (f) generally to take any action required of any Loan Party under Section 4 or Section 5 of this Agreement, 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 Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and each Loan Party’s joint and several expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Each Loan Party hereby ratifies and approves all acts of Agent made or taken pursuant to this subsection 8.5. The appointment of Agent as each Loan Party’s attorney attorney-in-fact and Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Revolving Loan Commitments hereunder shall be in effect and until payment Payment in full and complete performance Full of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)Obligations.

Appointment of Attorney-in-Fact. Each Loan Party Borrower hereby constitutes and appoints Agent Lender as its Borrower's attorney-in-fact with full authority authority, in the place and stead of such Loan Party Borrower and in the name of such Loan PartyBorrower, Agent Lender or otherwise, from time to time in Agent’s Lender's discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sue ▇▇▇ 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; (b) upon the occurrence of a Default or an Event of Default, to adjust, settle or compromise the amount or payment of any Account, . or release wholly or partly any customer account debtor or obligor thereunder or allow any credit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, . in connection with clause (a) above; : (d) to file any claims or take any action or institute any proceedings that Agent Lender may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders Lender with respect to any of the Collateral; and (e) 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. The appointment ; (f) to notify the postal authorities to change the address for delivery' of Agent as each Loan Party’s attorney Borrower's mail to an address designated by Lender to receive and Agent’s rights open all mail addressed to Borrower and powers are coupled with an interest to retain all mail relating to the Collateral and are irrevocable until payment in full forward all other mail to Borrower; (g) to make, settle and complete performance of adjust all of the Obligations (other than unasserted claims for indemnification or expense reimbursement).and make all

Appointment of Attorney-in-Fact. Each Loan Party Borrower hereby constitutes and appoints Agent as its Borrower’s attorney-in-fact with full authority in the place and stead of such Loan Party Borrower and in the name of such Loan PartyBorrower, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of Borrower with respect to such obligations and to any customer or obligor thereunder or allow any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral; (d) 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 Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable immediately without demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral; and (f) generally to take any act required of Borrower under Section 4 or Section 5 of this Agreement, 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 Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Borrower’s expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Borrower hereby ratifies and approves all acts of Agent made or taken pursuant to this subsection 8.5. The appointment of Agent as each Loan PartyBorrower’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full and complete performance full, in cash, of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)contingent indemnity obligations that are not yet due and payable) and termination of all Commitments hereunder shall be in effect and until indefeasible payment in full, in cash, of all Obligations and termination of all Lender Letters of Credit.

Appointment of Attorney-in-Fact. Each Loan Party hereby constitutes and appoints Agent as its such Loan Party's attorney-in-fact with full authority in the place and stead of such Loan Party and in the name of such Loan Party, Agent or otherwise, from time to time in Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ sue for, recover, compound, receive and give acquittance and receipts for receipt▇ ▇or moneys due and to become due under or in respect of any of the Collateral; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Loan Party with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral; (d) 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 Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable immediately without demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral; and (f) generally to take any act required of any Loan Party under Section 4 or Section 5 of this Agreement, 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 Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and Loan Parties' expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Each Loan Party hereby ratifies and approves all acts of Agent made or taken pursuant to this subsection 8.5. The appointment of Agent as each Loan Party’s 's attorney and Agent’s 's rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full and complete performance full, in cash, of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)Obligations.

Appointment of Attorney-in-Fact. Each Loan Party Borrowers hereby constitutes constitute and appoints appoint Agent as its ---------------------------------- Borrowers' attorney-in-fact with full authority in the place and stead of such Loan Party Borrowers and in the name of such Loan PartyBorrowers, Agent or otherwise, from time to time in Agent’s 's discretion while (after an Event of Default is continuing has occurred) to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ sue for, recover, compound, receive and give gi▇▇ acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Borrower with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral; (d) 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 Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable promptly on demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral. The appointment ; and (f) generally to take any act required of Agent as each Loan Party’s attorney any Borrower under this Agreement, and Agent’s rights and powers are coupled to sell, transfer, pledge, make any agreement with an interest and are irrevocable until payment in full and complete performance of all respect to or otherwise deal with any of the Obligations Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and Borrowers' expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Without limiting the foregoing, each Borrower hereby irrevocably authorizes the Agent to send to each Insurer that is an Account Debtor on any Account of such Borrower any notice that such Borrower is required to deliver hereunder if such Borrower has failed to deliver any such notice within five (5) Business Days after such Borrower was required to deliver such notice. After the occurrence of an Event of Default, the Borrowers hereby constitute and appoint Agent, as the true and lawful attorney-in-fact for such Borrowers (with full authority in the place and stead of Borrowers and in the name of Borrowers) subject to any applicable law or regulation, for the additional purpose of permitting Agent to, by the signature or other than unasserted claims act of any of the Agent's officers (without requiring any of them to do so), direct any federal, state or private payor or fiscal intermediary to pay proceeds of the Collateral to such Borrower and for indemnification the account of such Borrower (until a Sweep Event shall have occurred) by directing payment to any of the HHLP Concentration Account, the Intermediate Concentration Account or expense reimbursement)the Agent's Concentration Account in accordance with the terms of the relevant Lockbox Agreement to the extent permitted by law.

Appointment of Attorney-in-Fact. Each Loan Party Borrowers hereby constitutes constitute and appoints appoint Collateral Agent as its Borrowers' attorney-in-fact with full authority in the place and stead of such Loan Party any Borrower and in the name of such Loan Partyany Borrower, Collateral Agent or otherwise, from time to time in Collateral Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇s▇▇ 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Borrower with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Collateral Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Collateral Agent and Lenders with respect to any of the Collateral; (d) 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 Collateral Agent in its sole discretion, and such payments made by Collateral Agent to become Obligations, due and payable promptly on demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral; and (f) generally to take any act required of any Borrower under this Agreement, 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 Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent's option and Borrowers' expense, at any time or from time to time, all acts and things that Collateral Agent deems necessary to protect, preserve or realize upon the Collateral. Without limiting the foregoing, each Borrower hereby irrevocably authorizes the Collateral Agent to send to each Insurer that is an Account Debtor on any Account of such Borrower any notice that such Borrower is required to deliver hereunder if such Borrower has failed to deliver any such notice within five (5) Business Days after such Borrower was required to deliver such notice. In addition, if any Borrower breaches its obligation hereunder to direct payments of the proceeds of the Collateral to the appropriate Blocked Account, the Collateral Agent, as the true and lawful attorney for such Borrower pursuant to this subsection 8.5 and subject to any applicable law or regulation, may, by the signature or other act of any of the Collateral Agent's officers (without requiring any of them to do so), direct any federal, state or private payor or fiscal intermediary to pay proceeds of the Collateral to such Borrower by directing payment to the appropriate Blocked Account to the extent permitted by law. Borrowers hereby ratify and approve all acts of Collateral Agent made or taken pursuant to and in accordance with this subsection 8.5. The appointment of Collateral Agent as each Loan Party’s attorney Borrowers' attorney-in-fact and Collateral Agent’s 's rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full and complete performance full, in cash, of all Obligations and termination of the Obligations (other than unasserted claims for indemnification or expense reimbursement)all Letters of Credit.

Appointment of Attorney-in-Fact. Each Loan Party hereby constitutes and appoints Agent Lender as its such Loan Party’s attorney-in-fact with full authority in the place and stead of such Loan Party and in the name of such Loan Party, Agent Lender or otherwise, from time to time in Agent▇▇▇▇▇▇’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ sue 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Loan Party with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent Lender may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders Lender with respect to any of the Collateral; (d) 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 Lender in its sole discretion, and such payments made by Lender to become Obligations, due and payable immediately without demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral. The appointment ; and (f) generally to take any act required of Agent as each any Loan Party’s attorney Party under Section 4 or Section 5 of this Agreement, and Agent’s rights and powers are coupled to sell, transfer, pledge, make any agreement with an interest and are irrevocable until payment in full and complete performance of all respect to or otherwise deal with any of the Obligations (other than unasserted claims Collateral as fully and completely as though Lender were the absolute owner thereof for indemnification all purposes, and to do, at ▇▇▇▇▇▇’s option and Loan Parties’ expense, at any time or expense reimbursement).from time to time, all acts and things that Lender deems necessary to protect, preserve or realize upon the Collateral. Each Loan Party hereby ratifies and approves all acts of Lender made or taken pursuant to, and in accordance with, this subsection

Appointment of Attorney-in-Fact. Each Loan Party hereby constitutes and appoints Agent as its such Loan Party's attorney-in-fact with full authority in the place and stead of such Loan Party and in the name of such Loan Party, Agent or otherwise, from time to time in Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Loan Party with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral; (d) 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 Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable immediately without demand; (e) 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 or General Intangibles and other documents Documents relating to the Collateral; and (f) generally to take any act required of any Loan Party under Section 4 or Section 5 of this Agreement, 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 Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and Loan Parties' expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Each Loan Party hereby ratifies and approves all acts of Agent made or taken pursuant to this subsection 8.5. The appointment of Agent as each Loan Party’s 's attorney and Agent’s 's rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full and complete performance full, in cash, of all Obligations and termination of the Obligations (other than unasserted claims for indemnification or expense reimbursement)all Lender Letters of Credit.

Appointment of Attorney-in-Fact. Each Loan Party Effective upon the occurrence and during the continuation of an Event of Default, the Borrower and the Company hereby constitutes constitute and appoints appoint the Collateral Agent as its their attorney-in-fact with full authority in the place and stead of such Loan Party the Borrower and the Company and in their name, the name of such Loan Party, Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, ▇▇▇ sue 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; (b) to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent and Lenders with respect to any of the Collateral; and (e) 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; and (f) to execute on behalf of the Company the assignment of the Antizol Contracts, LUVOX® CR Contracts, and Xyrem Contracts pursuant to Section 12.9. The appointment of the Collateral Agent as each Loan Partythe Borrower’s and the Company’s attorney and the Collateral Agent’s rights and powers are coupled with an interest and are irrevocable until no Event of Default shall exist or payment in full and complete performance of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)Obligations. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended.

Appointment of Attorney-in-Fact. Each Loan Debtor hereby irrevocably appoints Secured Party hereby constitutes (together with its officers, employees and appoints Agent agents) as its Debtor’s true and lawful attorney-in-fact fact, with full authority in the place and stead of such Loan Party Debtor and in the name of such Loan Party, Agent Debtor or otherwise, from time to time in Agent’s discretion while time, upon the occurrence and during the continuance of an Event of Default is continuing Default, to take any action and to execute any instrument that Agent Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including: , without limitation, to: (a) to askask for, demand, collect, ▇▇▇ for, recover, compoundcompromise, receive and give acquittance and receipts for moneys money due and to become due under or in respect of any of the Collateral; ; (b) to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (c) to receive, endorse, indorse and collect any drafts or other instruments, documents and chattel paperinstruments or documents, in connection with clause (a) above; ; (dc) to file any claims or take any action or institute any proceedings that Agent Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent and Lenders Secured Party with respect to any of the Collateral; and (d) (i) prepare, file and sign Debtor’s name on any proof of claim in any bankruptcy or similar proceeding or similar document against any account debtor, (ii) do all acts and things necessary, in Secured Party’s sole discretion, to fulfill Debtor’s obligations to Secured Party under this Agreement, the Purchase Agreement or otherwise, (iii) demand, ▇▇▇ for, collect, compromise and give acquittances for any and all Collateral, (iv) prosecute, defend or compromise any action, claim or proceeding with respect to any of the Collateral, and (ev) to sign and endorse any invoicestake such other action as Secured Party may deem appropriate, freight including extending or express billsmodifying the terms of payment of Debtor’s debtors. This power of attorney, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral. The appointment of Agent as each Loan Party’s attorney and Agent’s rights and powers are being coupled with an interest and are interest, shall be irrevocable until payment in full and complete performance for the life of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)this Agreement.

Appointment of Attorney-in-Fact. Each of the Restricted Loan Party Parties hereby constitutes and appoints Agent as its such Person’s attorney-in-fact with full authority in the place and stead of such Loan Party Person and in the name of such Loan PartyPerson, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this AgreementAgreement or the other Loan Documents, including: (a) to ask, demand, collect, ▇▇▇ 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; (b) to adjust, settle or compromise enforce the amount or payment obligations of any Account, Account Debtor or release wholly or partly other Person obligated on the Collateral and enforce the rights of any customer or obligor thereunder or allow Restricted Loan Party with respect to such obligations and to any credit or discount thereonproperty that secures such obligations; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the Lenders with respect to any of the Collateral; and (ed) 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 or General Intangibles and other documents Documents relating to the Collateral; and (e) generally to take any act required of any Restricted Loan Party under Section 4 or Section 5 of this Agreement, 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 Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Borrowers’ expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. The Restricted Loan Parties hereby ratify and approve all acts of Agent made or taken pursuant to this Section 8.6. The appointment of Agent as each the Restricted Loan Party’s attorney Parties’ attorney-in-fact and Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Revolving Loan Commitments hereunder shall be in effect and until payment in full and complete performance full, in cash, of all of the Obligations (other than unasserted claims for contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of all Lender Letters of Credit (or expense reimbursementother arrangement acceptable to the issuer thereof in writing).

Appointment of Attorney-in-Fact. Each Loan Party Debtor hereby constitutes irrevocably appoints the Administrative Agent (together with its officers, employees and appoints Agent agents) as its such Debtor’s true and lawful attorney-in-fact fact, with full authority in the place and stead of such Loan Party Debtor and in the name of such Loan Party, Agent Debtor or otherwise, from time to time in Agent’s discretion while time, upon the occurrence and during the continuance of an Event of Default is continuing Default, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: , without limitation, to: (a) to askask for, demand, collect, ▇▇▇ for, recover, compoundcompromise, receive and give acquittance and receipts for moneys money due and to become due under or in respect of any of the Collateral; Collateral of the Debtor, (b) to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (c) to receive, endorse, indorse and collect any drafts or other instruments, documents and chattel paperinstruments or documents, in connection with clause (a) above; , (dc) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral of the Debtor or otherwise to enforce the rights of the Administrative Agent and Lenders with respect to any of the Collateral; Collateral of the Debtor, and (d) (i) take possession immediately, with or without notice, demand, or legal process, of any of or all of the Collateral of such Debtor wherever found, and for such purposes, enter upon any premises upon which the Collateral may be found and remove the Collateral therefrom, (eii) require such Debtor to assemble its Collateral and deliver it to the Administrative Agent or to any place designated by the Administrative Agent at such Debtor’s expense, (iii) receive, open and dispose of all mail addressed to such Debtor and notify postal authorities to change the address for delivery thereof to such address as the Administrative Agent may designate, (iv) demand payment of the Receivables of such Debtor, (v) enforce payment of the Receivables of such Debtor by legal proceedings or otherwise, (vi) exercise all of such Debtor’s rights and remedies with respect to the collection of its Receivables, (vii) settle, adjust, compromise, extend or renew the Receivables of such Debtor, (viii) settle, adjust or compromise any legal proceedings brought to collect the Receivables of such Debtor, (ix) to the extent permitted by applicable law, sell or assign the Collateral of such Debtor upon such terms, for such amounts and at such time or times as the Administrative Agent deems advisable, (x) discharge and release the Receivables of such Debtor, (xi) take control, in any manner, of any item of payment or proceeds from any account debtor, (xii) prepare, file and sign such Debtor’s name on any proof of claim in any bankruptcy or similar proceeding or similar document against any account debtor, (xiii) prepare, file and endorse sign such Debtor’s name on any invoicesnotice of lien, freight assignment or express bills, bills satisfaction of lading, storage lien or warehouse receipts, assignments, verifications and notices similar document in connection with Accounts the Collateral of such Debtor, (xiv) do all acts and things necessary, in the Administrative Agent’s sole discretion, to fulfill such Debtor’s obligations to the Administrative Agent under this Agreement, the other documents Loan Documents or otherwise, (xv) endorse the name of such Debtor upon any check, Chattel Paper, Document, Instrument, invoice, freight ▇▇▇▇, ▇▇▇▇ of lading or similar document or agreement relating to the Collateral; (xvi) use such Debtor’s stationery and sign such Debtor’s name to verifications of the Collateral of such Debtor and notices thereof to account debtors; (xvii) access and use the information recorded on or contained in any data processing equipment or computer hardware or software relating to the Collateral of such Debtor or products or proceeds thereof to which such Debtor has access, (xviii) demand, ▇▇▇ for, collect, compromise and give acquittances for any and all Collateral of such Debtor, (xix) prosecute, defend or compromise any action, claim or proceeding with respect to any of the Collateral of such Debtor, and (xx) take such other action as the Administrative Agent may deem appropriate, including extending or modifying the terms of payment of such Debtor’s debtors. The appointment This power of Agent as each Loan Party’s attorney and Agent’s rights and powers are attorney, being coupled with an interest and are interest, shall be irrevocable until payment in full and complete performance for the life of all of the Obligations (other than unasserted claims for indemnification or expense reimbursement)this Agreement.