Common use of Collateral Agent’s Appointment as Attorney-in-Fact Clause in Contracts

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor shall execute and deliver to Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Collateral Agent, for the benefit of Collateral Agent and Investors, under the Power of Attorney are solely to protect Collateral Agent’s interests (for the benefit of Collateral Agent and Investors) in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers. Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a Default has occurred and is continuing, and (b) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent shall not have any duty as to any Collateral, and Collateral Agent shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. COLLATERAL AGENT, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each On the Closing Date each Grantor shall execute and deliver to Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Collateral Agent, for the benefit of Collateral Agent and Investors, under the Power of Attorney are solely to protect Collateral Agent’s interests (for the benefit of Collateral Agent and Investors) in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers. Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent shall not have any no duty as to any Collateral, and Collateral Agent shall be accountable only for amounts that they it actually receive receives as a result of the exercise of such powers. NONE OF COLLATERAL AGENT, AGENT OR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES TO THE EXTENT ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTIONJUDICIALLY DETERMINED, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor On the Closing Date, the Debtor shall execute and deliver to the Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on the Collateral Agent, for the benefit of Collateral Agent and Investorsthe Secured Parties, under the Power of Attorney are solely to protect the Collateral Agent’s interests (for the benefit of Collateral Agent and Investorsthe Secured Parties) in the Collateral and shall not impose any duty upon Collateral Agent the Secured Parties to exercise any such powers. The Collateral Agent agrees with the Secured Parties and the Company that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) it shall not exercise any power or authority under the Power of Attorney unless such action has been approved in writing by the holders of a majority in principal amount of the Notes outstanding (the “Required Holders”), and (c) the Collateral Agent shall account for any moneys received by the Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent the Secured Parties shall not have any duty as to any Collateral, and Collateral Agent the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. COLLATERAL AGENT, ITS NONE OF THE SECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR THE DEBTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each On the Closing Date, each Grantor shall execute and deliver to Collateral Agent a power of attorney (the “"Power of Attorney”") substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Datelater of: (i) the termination of the Commitments under the Credit Agreement and (ii) the date when all the Secured Obligations have been paid in full. The powers conferred on Collateral Agent, for the benefit of Collateral Agent and Investorsthe other Secured Parties, under the Power of Attorney are solely to protect Collateral Agent’s 's interests (for the benefit of Collateral Agent and Investorsthe other Secured Parties) in the Collateral and shall not impose any duty upon Collateral Agent or any Secured Party to exercise any such powers. Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that none of Collateral Agent or any Secured Party shall not have any duty as to any Collateral, and Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. NONE OF COLLATERAL AGENT, ITS THE OTHER SECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, COLLATERAL AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR OR TO ANY OTHER PERSON FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each On the Issue Date each Grantor shall execute and deliver to Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Collateral Agent, for the benefit of Collateral Agent itself, the Trustee and Investorsthe Holders of the Notes, under the Power of Attorney are solely to protect Collateral Agent’s interests (for the benefit of Collateral Agent itself, the Trustee and Investorsthe Holders of the Notes) in the Second Lien Collateral and shall not impose any duty upon Collateral Agent Agent, Trustee or any Holder of a Note to exercise any such powers. Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney except in accordance with the terms of the Intercreditor Agreement and in any event, it shall not exercise any such power or authority unless a an Event of Default has occurred and is continuing, and (b) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of Second Lien Collateral pursuant to the Power of Attorney in accordance with the terms of the Intercreditor Agreement, provided that none of Collateral Agent Agent, Trustee or any Holder of a Note shall not have any duty as to any Second Lien Collateral, except as provided under the UCC, and Collateral Agent Agent, Trustee and the Holders of the Notes shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. COLLATERAL NONE OF AGENT, ITS TRUSTEE, THE HOLDERS OF THE NOTES OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor shall execute Effective upon the occurrence and deliver to during the continuance of an Event of Default, Pledgor irrevocably constitutes and appoints Collateral Agent a and any officer or agent of Collateral Agent, with full power of attorney (the “Power of Attorney”) substantially substitution, as Pledgor’s true and lawful attorney-in-fact with full power and authority in the form attached hereto place of Pledgor and in the name of Pledgor or in its own name, from time to time in Collateral Agent’s discretion, to take any and all appropriate action and to execute any and all documents and instruments as, in the opinion of such attorney, may be necessary or desirable to accomplish the purposes of this Agreement; provided, however, that Collateral Agent shall be under no obligation whatsoever to take any of the foregoing actions, and neither Collateral Agent nor any other Secured Party shall have any liability or responsibility for any act (other than Collateral Agent’s or such Secured Party’s own gross negligence, willful misconduct or bad faith) or omission taken with respect thereto. Without limiting the effect of this Section, Pledgor grants Collateral Agent an irrevocable proxy to vote the Pledged LLC Interests of Pledgor and to exercise all other rights, powers, privileges and remedies to which a holder thereof would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings). Notwithstanding anything herein to the contrary, until such time as Exhibit A. The power Collateral Agent has received notice of attorney an Event of Default from Agent, Collateral Agent shall not exercise any proxies or powers granted by Pledgor pursuant to this Agreement (and such proxies and powers shall be deemed correspondingly limited). Upon receipt of such notice, the Power proxy shall be immediately effective, automatically and without the necessity of Attorney is a power any action (including any transfer of any Pledged LLC Interests of Pledgor on the books and records of CCH Direct Parent, as applicable). These powers are coupled with an interest and shall be are irrevocable until the Termination Release Date. The powers conferred on Pledgor hereby ratifies and confirms, and agrees to ratify and confirm, whatever lawful acts Collateral Agent or any of Collateral Agent’s sub-agents, nominees or attorneys do or purport to do in exercise of the power of attorney granted to Collateral Agent pursuant to this Section. Collateral Agent, for the benefit of Collateral Agent and Investors, under the Power of Attorney are solely to protect Collateral Agent’s interests (for the benefit of Collateral Agent and Investors) in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers. Collateral Agent agrees that (a) except for the powers granted in clause (h) by its acceptance of the Power of Attorneybenefits hereof, it shall not exercise any power or authority granted acknowledges that the foregoing limitation on its proxies and powers under the Power of Attorney unless a Default has occurred and is continuing, and (b) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant this Agreement was an express condition to the Power of Attorney provided that Collateral Agent shall not have any duty as to any Collateral, and Collateral Agent shall be accountable only for amounts that they actually receive as a result of the exercise grant of such proxies and powers. COLLATERAL AGENT, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor shall execute and deliver to The Company hereby irrevocably appoints Collateral Agent a power of attorney as its attorney-in-fact (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney which appointment is a power coupled with an interest interest), and the Company and each Secured Party agree that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall be irrevocable until incur no liability to the Termination Date. The Company, the Secured Parties or any third party for failure so to do) any act which the Company is obligated by this Security Agreement to perform and fails to perform, and to exercise such rights and powers conferred on Collateral Agent, for as the benefit of Collateral Agent and Investors, under the Power of Attorney are solely Company might exercise with respect to protect Collateral Agent’s interests (for the benefit of Collateral Agent and Investors) in the Collateral and shall not impose any duty upon Collateral Agent fails to exercise any such powers. Collateral Agent agrees that exercise, including the right to (a) except collect by legal proceedings or otherwise and endorse, receive and receipt for the powers granted in clause (h) all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a Default has occurred and is continuing, and Collateral; (b) Collateral Agent shall account enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any moneys received by Collateral Agent in compromise or settlement, and take any action it deems advisable, with respect of any foreclosure on or disposition of Collateral pursuant to the Power Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Attorney provided the Company relating to the Collateral; and (f) execute and file UCC financing statements and other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not have exercise any duty such powers granted pursuant to subsections (a) through (c) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the Company’s attorney-in-fact hereunder, all of which costs and expenses are included in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to any Collateralthe safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s possession; provided, and however, that Collateral Agent shall not be accountable only for amounts that they actually receive as a result of required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the exercise of such powers. COLLATERAL AGENT, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESObligations or with respect to the Collateral.

Collateral Agent’s Appointment as Attorney-in-Fact. Each On the date hereof each Grantor shall execute and deliver to Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Collateral Agent, for the benefit of Collateral Agent and Investors, under the Power of Attorney are solely to protect Collateral Agent’s interests (for the benefit of Collateral Agent and Investors) in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers. Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent shall not have any no duty as to any Collateral, and Collateral Agent shall be accountable only for amounts that they it actually receive receives as a result of the exercise of such powers. NONE OF COLLATERAL AGENT, AGENT OR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES TO THE EXTENT ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTIONJUDICIALLY DETERMINED, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor The Company shall execute and deliver to the Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on the Collateral Agent, for the benefit of the Collateral Agent and Investorsthe Secured Parties, under the Power of Attorney are solely to protect the Collateral Agent’s interests (for the benefit of the Collateral Agent and Investorsthe Secured Parties) in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Parties to exercise any such powers. The Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) the Collateral Agent shall promptly account for for, and notify the Company of, any moneys received by the Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that none of the Collateral Agent or any other Secured Party shall not have any duty as to any Collateral, and the Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. NONE OF THE COLLATERAL AGENT, ITS THE SECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR THE COMPANY FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor shall execute and deliver to Collateral Agent a power of attorney (the “Power of Attorney”"POWER OF ATTORNEY") substantially in the form attached hereto as Exhibit EXHIBIT A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Collateral Agent, for the benefit of Collateral Agent and InvestorsSecured Parties, under the Power of Attorney are solely to protect Collateral Agent’s Secured Parties' interests (for the benefit of Collateral Agent and Investors) in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers. Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of the Collateral pursuant to the Power of Attorney provided that Collateral Agent shall not have any duty as to any Collateral, and Collateral Agent shall be accountable only for amounts that they it actually receive receives as a result of the exercise of such powers. COLLATERAL AGENT, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each On the effective date of this Security Agreement, each Grantor shall execute and deliver to Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Collateral Agent, for the benefit of Collateral Agent and Investors, under the Power of Attorney are solely to protect Collateral Agent’s interests (for the benefit of Collateral Agent and Investors) in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers. Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuingcontinuing and Required Notice has been given, and (b) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent shall not have any no duty as to any Collateral, and Collateral Agent shall be accountable only for amounts that they it actually receive receives as a result of the exercise of such powers. NONE OF COLLATERAL AGENT, AGENT OR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES TO THE EXTENT ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTIONJUDICIALLY DETERMINED, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor On the Closing Date, Borrower shall execute and deliver to Collateral Agent a power of attorney (the “"Power of Attorney”") substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Collateral Agent, for the benefit of Collateral Agent and Investors, under the Power of Attorney are solely to protect Collateral Agent’s interests (for the benefit 's interests, on behalf of Collateral Agent and Investors) Secured Parties, in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers. Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise exercise, any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) Collateral Agent shall account for any moneys money received by Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent shall not have any duty as to any Collateral, and Collateral Agent shall be accountable only for amounts that they it actually receive receives as a result of the exercise of such powers. NEITHER COLLATERAL AGENT, AGENT NOR ANY OF ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES RELATED PARTIES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR BORROWER FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor On the Closing Date, the Company shall execute and deliver to the Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on the Collateral Agent, for the benefit of the Collateral Agent and Investorsthe Purchasers, under the Power of Attorney are solely to protect the Collateral Agent’s interests (for the benefit of the Collateral Agent and Investorsthe Purchasers) in the Collateral and shall not impose any duty upon the Collateral Agent or any Purchaser to exercise any such powers. The Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) the Collateral Agent shall promptly account for for, and notify the Company of, any moneys received by the Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that none of the Collateral Agent or any Purchaser shall not have any duty as to any Collateral, and the Collateral Agent and the Purchasers shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. NONE OF THE COLLATERAL AGENT, ITS THE PURCHASERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR THE COMPANY FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each On the Closing Date each Grantor shall execute and deliver to the Collateral Agent a power of attorney (the “"Power of Attorney”") substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on the Collateral Agent, for the benefit of the Collateral Agent and Investorsthe Purchasers, under the Power of Attorney are solely to protect the Collateral Agent’s 's interests (for the benefit of the Collateral Agent and Investorsthe Purchasers) in the Collateral and shall not impose any duty upon the Collateral Agent or any Purchaser to exercise any such powers. The Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) the Collateral Agent shall account for any moneys received by the Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that none of the Collateral Agent or any Purchaser shall not have any duty as to any Collateral, and the Collateral Agent and the Purchasers shall be accountable only for amounts that they it actually receive as a result of the exercise of such powers, and (c) the Collateral Agent shall not use this Power of Attorney for any knowing violation of the Intercreditor Agreement. NONE OF THE COLLATERAL AGENT, ITS THE PURCHASERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor On the Closing Date, the Debtors shall execute and deliver to the Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on the Collateral Agent, for the benefit of Collateral Agent and Investorsthe Secured Parties, under the Power of Attorney are solely to protect the Collateral Agent’s interests (for the benefit of Collateral Agent and Investorsthe Secured Parties) in the Collateral and shall not impose any duty upon Collateral Agent the Secured Parties to exercise any such powers. The Collateral Agent agrees with the Secured Parties and the Borrowers that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) it shall not exercise any power or authority under the Power of Attorney unless such action has been approved in writing by the holders of a majority in principal amount of the Notes outstanding (the “Required Holders”), and (c) the Collateral Agent shall account for any moneys received by the Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent the Secured Parties shall not have any duty as to any Collateral, and Collateral Agent the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. COLLATERAL AGENT, ITS NONE OF THE SECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR THE DEBTORS FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each On the Issue Date each Grantor shall execute and deliver to Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Collateral Agent, for the benefit of Collateral Agent itself, the Trustee, the Holders of the Notes and Investorsthe Secured Vendors, under the Power of Attorney are solely to protect Collateral Agent’s interests (for the benefit of Collateral Agent itself, the Trustee, the Holders of the Notes and Investorsthe Secured Vendors) in the Third Lien Collateral and shall not impose any duty upon Collateral Agent Agent, Trustee, any Holder of a Note or any Secured Vendor to exercise any such powers. Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney except in accordance with the terms of the Intercreditor Agreement and in any event, it shall not exercise any such power or authority unless a an Event of Default has occurred and is continuing, and (b) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of Third Lien Collateral pursuant to the Power of Attorney in accordance with the terms of the Intercreditor Agreement, provided that none of Collateral Agent Agent, Trustee, any Holder of a Note or any Secured Vendor shall not have any duty as to any Third Lien Collateral, except as provided under the UCC, and Collateral Agent Agent, Trustee, the Holders of the Notes and the Secured Vendors shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. COLLATERAL NONE OF AGENT, ITS TRUSTEE, THE HOLDERS OF THE NOTES, THE SECURED VENDORS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor shall execute Effective upon the occurrence and deliver to during the continuance of an Event of Default, Pledgor irrevocably constitutes and appoints Collateral Agent a and any officer or agent of Collateral Agent, with full power of attorney (the “Power of Attorney”) substantially substitution, as Pledgor’s true and lawful attorney-in-fact with full power and authority in the form attached hereto place of Pledgor and in the name of Pledgor or in its own name, from time to time in Collateral Agent’s discretion, to take any and all appropriate action and to execute any and all documents and instruments as, in the opinion of such attorney, may be necessary or desirable to accomplish the purposes of this Agreement; provided, however, that Collateral Agent shall be under no obligation whatsoever to take any of the foregoing actions, and neither Collateral Agent nor any other Secured Party shall have any liability or responsibility for any act (other than Collateral Agent’s or such Secured Party’s own gross negligence, willful misconduct or bad faith) or omission taken with respect thereto. Without limiting the effect of this Section, Pledgor grants Collateral Agent an irrevocable proxy to vote the Pledged LLC Interests of Pledgor and to exercise all other rights, powers, privileges and remedies to which a holder thereof would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings). Notwithstanding anything herein to the contrary, until such time as Exhibit A. The power Collateral Agent has received notice of attorney an Event of Default from Agent, Collateral Agent shall not exercise any proxies or powers granted by Pledgor pursuant to this Agreement (and such proxies and powers shall be deemed correspondingly limited). Upon receipt of such notice, the Power proxy shall be immediately effective, automatically and without the necessity of Attorney is a power any action (including any transfer of any Pledged LLC Interests of Pledgor on the books and records of Issuer, as applicable). These powers are coupled with an interest and shall be are irrevocable until the Termination Release Date. The powers conferred on Pledgor hereby ratifies and confirms, and agrees to ratify and confirm, whatever lawful acts Collateral Agent or any of Collateral Agent’s sub-agents, nominees or attorneys do or purport to do in exercise of the power of attorney granted to Collateral Agent pursuant to this Section. Collateral Agent, for the benefit of Collateral Agent and Investors, under the Power of Attorney are solely to protect Collateral Agent’s interests (for the benefit of Collateral Agent and Investors) in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers. Collateral Agent agrees that (a) except for the powers granted in clause (h) by its acceptance of the Power of Attorneybenefits hereof, it shall not exercise any power or authority granted acknowledges that the foregoing limitation on its proxies and powers under the Power of Attorney unless a Default has occurred and is continuing, and (b) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant this Agreement was an express condition to the Power of Attorney provided that Collateral Agent shall not have any duty as to any Collateral, and Collateral Agent shall be accountable only for amounts that they actually receive as a result of the exercise grant of such proxies and powers. COLLATERAL AGENT, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor On the Closing Date, the Debtors shall execute and deliver to the Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on the Collateral Agent, for the benefit of Collateral Agent and Investorsthe Secured Parties, under the Power of Attorney are solely to protect the Collateral Agent’s interests (for the benefit of Collateral Agent and Investorsthe Secured Parties) in the Collateral and shall not impose any duty upon Collateral Agent the Secured Parties to exercise any such powers. The Collateral Agent agrees with the Secured Parties and the Borrowers that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) it shall not exercise any power or authority under the Power of Attorney unless such action has been approved in writing by the holders of a majority in principal amount of the Notes outstanding held by Xxxxxx-Xxxxxxxxx Capital Focus III, L.P., Aisling Capital II, L.P. and Xxxxxxx Xxxx or any of their successors in interest or transferees (the “Required Holders”), and (c) the Collateral Agent shall account for any moneys received by the Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent the Secured Parties shall not have any duty as to any Collateral, and Collateral Agent the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. COLLATERAL AGENT, ITS NONE OF THE SECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR THE DEBTORS FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Collateral Agent’s Appointment as Attorney-in-Fact. Each Grantor On the Original Issue Date, the Debtors shall execute and deliver to the Collateral Agent a power of attorney (the “Power of Attorney”) substantially in the form attached hereto as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on the Collateral Agent, for the benefit of Collateral Agent and Investorsthe Secured Parties, under the Power of Attorney are solely to protect the Collateral Agent’s interests (for the benefit of Collateral Agent and Investorsthe Secured Parties) in the Collateral and shall not impose any duty upon Collateral Agent the Secured Parties to exercise any such powers. The Collateral Agent agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless a an Event of Default has occurred and is continuing, and (b) the Collateral Agent shall account for any moneys received by the Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent the Secured Parties shall not have any duty as to any Collateral, and Collateral Agent the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. COLLATERAL AGENT, ITS NONE OF THE SECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR THE DEBTORS FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.