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

Appointment of Attorney-in-Fact. Borrower and its Subsidiaries hereby constitute and appoint Lender as Borrower's and its Subsidiaries' attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries and in the name of Borrower and its Subsidiaries, Lender or otherwise, from time to time in Lender's discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of 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 Lender as Borrower's and its Subsidiaries' attorney and 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.

Appointment of Attorney-in-Fact. Borrower Each Loan Party hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints Agent as Borrowersuch Loan Party's and its Subsidiaries' attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries such Loan Party and in the name of Borrower and its Subsidiariessuch Loan Party, Lender Agent or otherwise, from time to time in LenderAgent's discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx sue for, recover, compound, receive and give acquittance and receipts for receiptx xor 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 Lender 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 Lender 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 Lender Agent as Borrowereach Loan Party's and its Subsidiaries' attorney and LenderAgent'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.

Appointment of Attorney-in-Fact. Each Borrower hereby constitutes and its Subsidiaries hereby constitute and appoint appoints Lender as such Borrower's and its Subsidiaries' attorney-in-fact with full authority in the place and stead of such Borrower and its Subsidiaries and in the name of Borrower and its Subsidiariessuch Borrower, Lender or otherwise, from time to time in Lender's discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of 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 Lender as each Borrower's and its Subsidiaries' attorney and 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.

Appointment of Attorney-in-Fact. Borrower Each of the Restricted Loan Parties hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints Agent as Borrower's and its Subsidiaries' such Person’s attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries such Person and in the name of Borrower and its Subsidiariessuch Person, Lender Agent or otherwise, from time to time in Lender's Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Agent may deem necessary or advisable to accomplish the purposes of this AgreementAgreement or the other Loan Documents, including: (a) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender 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 Lender 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 Lender Agent as Borrower's the Restricted Loan Parties’ attorney-in-fact and its Subsidiaries' attorney and Lender's 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 Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of all Lender Letters of Credit (or other arrangement acceptable to the Obligationsissuer thereof in writing).

Appointment of Attorney-in-Fact. Borrower Each Loan Party hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints Senior Agent as Borrower's and its Subsidiaries' such Loan Party’s attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries such Loan Party and in the name of Borrower and its Subsidiariessuch Loan Party, Lender Senior Agent or otherwise, from time to time in Lender's 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 Lender Senior Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender 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 Lender 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 Lender Senior Agent as Borrower's and its Subsidiaries' each Loan Party’s attorney and Lender's 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 ObligationsObligations and the termination of the Commitments.

Appointment of Attorney-in-Fact. Borrower and its Subsidiaries Borrowers hereby constitute and appoint Lender Collateral Agent as Borrower's and its SubsidiariesBorrowers' attorney-in-fact with full authority in the place and stead of any Borrower and its Subsidiaries and in the name of Borrower and its Subsidiariesany Borrower, Lender Collateral Agent or otherwise, from time to time in LenderCollateral Agent's discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx sxx 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 Lender 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 Lender 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 Lender Collateral Agent as Borrower's Borrowers' attorney-in-fact and its Subsidiaries' attorney and LenderCollateral 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 Obligationsall Letters of Credit.

Appointment of Attorney-in-Fact. Borrower Each Grantor hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints the Collateral Agent as Borrower's and its Subsidiaries' Grantor’s attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries each Grantor and in the name of Borrower and its Subsidiarieseach Grantor, Lender the Collateral Agent or otherwise, from time to time in Lender's the Collateral Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (aA) to ask, demand, collect, xxx 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 Lender 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 Lender the Collateral Agent 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 Lender the Collateral Agent as Borrower's and its Subsidiaries' Grantors’ attorney and Lender's 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.

Appointment of Attorney-in-Fact. Each Borrower hereby constitutes and its Subsidiaries hereby constitute and appoint appoints Lender as such Borrower's and its Subsidiaries' attorney-in-fact with full authority in the place and stead of such Borrower and its Subsidiaries and in the name of Borrower and its Subsidiariessuch Borrower, Lender or otherwise, from time to time in 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 Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of 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 or similar document against any Contract Obligor or other Contract Rights Payor; (g) prepare, file and sign such Borrower's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Collateral; and (h) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Collateral to which such Borrower has access. The appointment of Lender as each Borrower's and its Subsidiaries' attorney and 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.

Appointment of Attorney-in-Fact. Borrower hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints Agent as Borrower's and its Subsidiaries' ’s attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries and in the name of Borrower and its SubsidiariesBorrower, Lender Agent or otherwise, from time to time in Lender's Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender 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 Lender 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 Lender Agent as Borrower's and its Subsidiaries' ’s attorney and Lender's 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.

Appointment of Attorney-in-Fact. Borrower Each Grantor hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints Administrative Agent as Borrower's and its Subsidiaries' Grantor’s attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries each Grantor and in the name of Borrower and its Subsidiarieseach Grantor, Lender Administrative Agent or otherwise, from time to time in Lender's Administrative Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (aA) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender 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 Lender 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 Lender Administrative Agent as Borrower's and its Subsidiaries' Grantors’ attorney and Lender's 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.

Appointment of Attorney-in-Fact. Borrower Each Loan Party hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints Agent as Borrower's and its Subsidiaries' such Loan Party’s attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries such Loan Party and in the name of Borrower and its Subsidiariessuch Loan Party, Lender Agent or otherwise, from time to time in Lender's Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx sxx 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 Lender 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 Lender 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 Lender Agent as Borrower's and its Subsidiaries' each Loan Party’s attorney and Lender's 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 Obligationsall Lender Letters of Credit.

Appointment of Attorney-in-Fact. Borrower Each Loan Party hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints Agent as Borrowersuch Loan Party's and its Subsidiaries' attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries such Loan Party and in the name of Borrower and its Subsidiariessuch Loan Party, Lender Agent or otherwise, from time to time in LenderAgent's discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender 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 Lender 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 Lender Agent as Borrowereach Loan Party's and its Subsidiaries' attorney and LenderAgent'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 Obligationsall Lender Letters of Credit.

Appointment of Attorney-in-Fact. Each Borrower hereby constitutes and its Subsidiaries hereby constitute and appoint appoints Lender as such Borrower's and its Subsidiaries' attorney-in-fact with full authority in the place and stead of such Borrower and its Subsidiaries and in the name of Borrower and its Subsidiariessuch Borrower, Lender or otherwise, from time to time in 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 Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx sue for, recover, compound, receive and give acquittance and receipts for receiptx xor 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 Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of 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 or similar document against any Contract Obligor or other Contract Rights Payor; (g) prepare, file and sign such Borrower's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Collateral; and (h) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Collateral to which such Borrower has access. The appointment of Lender as each Borrower's and its Subsidiaries' attorney and 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.

Appointment of Attorney-in-Fact. Borrower Each Loan Party hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints Agent as Borrowersuch Loan Party's and its Subsidiaries' attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries such Loan Party and in the name of Borrower and its Subsidiariessuch Loan Party, Lender Agent or otherwise, from time to time in LenderAgent's discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender 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 Lender 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 Lender Agent as Borrowereach Loan Party's and its Subsidiaries' attorney and LenderAgent'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 Obligationsall Lender Letters of Credit.

Appointment of Attorney-in-Fact. Borrower Each Loan Party hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints Agent as Borrower's and its Subsidiaries' such Loan Party’s attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries such Loan Party and in the name of Borrower and its Subsidiariessuch Loan Party, Lender Agent or otherwise, from time to time in Lender's Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender 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 Lender 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 Lender Agent as Borrower's each Loan Party’s attorney-in-fact and its Subsidiaries' attorney and Lender's 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.

Appointment of Attorney-in-Fact. Borrower hereby constitutes and its Subsidiaries hereby constitute and appoint appoints Lender as Borrower's and its Subsidiaries' attorney-in-fact with full authority authority, in the place and stead of Borrower and its Subsidiaries and in the name of Borrower and its SubsidiariesBorrower, Lender or otherwise, from time to time in Lender's discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx forsue xxx, recover, compound, . receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 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 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 Lender as Borrower's mail to an address designated by Lender to receive and its Subsidiaries' attorney open all mail addressed to Borrower and Lender's rights to retain all mail relating to the Collateral and powers are coupled with an interest forward all other mail to Borrower; (g) to make, settle and are irrevocable until payment in full adjust all claims and complete performance of all of the Obligations.make all

Appointment of Attorney-in-Fact. Borrower and its Subsidiaries Borrowers hereby constitute and appoint Lender Collateral Agent as Borrower's and its SubsidiariesBorrowers' attorney-in-fact with full authority in the place and stead of any Borrower and its Subsidiaries and in the name of Borrower and its Subsidiariesany Borrower, Lender Collateral Agent or otherwise, from time to time in LenderCollateral Agent's discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender 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 Lender 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 Lender Collateral Agent as Borrower's Borrowers' attorney-in-fact and its Subsidiaries' attorney and LenderCollateral 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 Obligations (other than unasserted contingent indemnification obligations) and termination of the Obligationsall Letters of Credit.

Appointment of Attorney-in-Fact. Each Borrower hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints the Collateral Agent as such Borrower's and its Subsidiaries' attorney-in-fact with full authority in the place and stead of such Borrower and its Subsidiaries and in the name of Borrower and its Subsidiariessuch Borrower, Lender the Collateral Agent or otherwise, from time to time in Lenderthe Collateral Agent's discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender the Collateral Agent reasonably may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx sue for, recover, compound, receive and give acquittance acquaintance and receipts rxxxipts 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 Payor 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 cost reports (final or interim) or take any action or institute any proceedings that Lender the Collateral Agent or the Required Lenders may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Lender the Collateral Agent 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 Lender the Collateral Agent as each Borrower's and its Subsidiaries' attorney and Lenderthe Collateral 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.

Appointment of Attorney-in-Fact. Borrower Each Loan Party hereby constitutes and its Subsidiaries hereby constitute and appoint appoints Lender as Borrower's and its Subsidiaries' such Loan Party’s attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries such Loan Party and in the name of Borrower and its Subsidiariessuch Loan Party, Lender or otherwise, from time to time in Lender's Xxxxxx’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx 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 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 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; 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 Lender were the absolute owner thereof for all purposes, and to do, at Xxxxxx’s option and Loan Parties’ expense, at any time or from time to time, all acts and things that Lender deems necessary to protect, preserve or realize upon the Collateral. The appointment Each Loan Party hereby ratifies and approves all acts of Lender as Borrower's made or taken pursuant to, and its Subsidiaries' attorney and 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.accordance with, this subsection

Appointment of Attorney-in-Fact. Borrower Each Note Party hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints Agent as Borrower's and its Subsidiaries' such Note Party’s attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries such Note Party and in the name of Borrower and its Subsidiariessuch Note Party, Lender Agent or otherwise, from time to time in Lender's Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx 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 Lender 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 Lender Agent and 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 Lender Agent as Borrower's and its Subsidiaries' each Note Party’s attorney and Lender's 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 Obligations (other than contingent indemnification obligations to the Obligationsextent no claims giving rise thereto have been asserted by the Person entitled thereto).

Appointment of Attorney-in-Fact. Subject to Borrower's rights and obligations with respect to the Senior Creditor, Borrower hereby constitutes and its Subsidiaries hereby constitute and appoint appoints Lender as Borrower's and its Subsidiaries' attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries and in the name of Borrower and its SubsidiariesBorrower, Lender or otherwise, from time to time in Lender's discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of 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 Lender as Borrower's and its Subsidiaries' attorney and 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.. 7.5

Appointment of Attorney-in-Fact. Borrower hereby constitutes and its Subsidiaries hereby constitute and appoint Lender appoints Agent as Borrower's and its Subsidiaries' ’s attorney-in-fact with full authority in the place and stead of Borrower and its Subsidiaries and in the name of Borrower and its SubsidiariesBorrower, Lender Agent or otherwise, from time to time in Lender's Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Lender Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (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 Lender 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 Lender 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 Lender Agent as Borrower's and its Subsidiaries' ’s attorney and Lender's 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 Obligations (other than contingent indemnity obligations that are not yet due and payable) and termination of the Obligationsall 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.