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

Appointment of Attorney-in-Fact. Each Note Party hereby constitutes and appoints Agent as such Note Party’s attorney-in-fact with full authority in the place and stead of such Note Party and in the name of such Note Party, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Party with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Party under Section 4 or Section 5 of this Agreement or any Security Document, and to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Note Parties’ expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Each Note Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4. The appointment of Agent as each Note Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable until payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto).

Appointment of Attorney-in-Fact. Each Note Loan Party hereby constitutes and appoints Agent as such Note Party’s its attorney-in-fact with full authority in the place and stead of such Note Loan Party and in the name of such Note Loan Party, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce adjust, settle or compromise the obligations amount or payment of any Account Debtor Account, or other Person obligated on the Collateral and enforce the rights of release wholly or partly any Note Party with respect to such obligations and to customer or obligor thereunder or allow any property that secures such obligationscredit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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, Chattel Paper or General Intangibles Accounts and other Documents documents relating to the Collateral; and (f) generally to take any act required of any Note Party under Section 4 or Section 5 of this Agreement or any Security Document, and to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Note Parties’ expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Each Note Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4. The appointment of Agent as each Note Loan Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable until payment in full, in cash, full and complete performance of all of the Obligations (other than contingent unasserted claims for indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled theretoor expense reimbursement).

Appointment of Attorney-in-Fact. Each Note Loan Party hereby constitutes and appoints Agent as such Note Loan Party’s 's attorney-in-fact with full authority in the place and stead of such Note Loan Party and in the name of such Note Loan Party, Agent or otherwise, from time to time in Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Loan Party with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Loan Party under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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 's option and Note 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 Note Loan Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4subsection 8.5. The appointment of Agent as each Note Loan Party’s 's attorney and Agent’s 's rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Obligations.

Appointment of Attorney-in-Fact. Each Note Party Borrowers hereby constitutes constitute and appoints appoint Collateral Agent as such Note Party’s Borrowers' attorney-in-fact with full authority in the place and stead of such Note Party any Borrower and in the name of such Note Partyany Borrower, Collateral Agent or otherwise, from time to time in Collateral Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Party Borrower with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Collateral Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Collateral Agent and the other Secured Parties 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 immediately without 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Party Borrower under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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 's option and Note Parties’ 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. Each Note Party Without limiting the foregoing, each Borrower hereby ratifies 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 approves 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 Section 8.4subsection 8.5. The appointment of Collateral Agent as each Note Party’s attorney Borrowers' attorney-in-fact and Collateral Agent’s 's rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full, in cash, of all Obligations (other than unasserted contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)obligations) and termination of all Letters of Credit.

Appointment of Attorney-in-Fact. Each Note Loan Party hereby constitutes and appoints Agent Lender as such Note Loan Party’s attorney-in-fact with full authority in the place and stead of such Note Loan Party and in the name of such Note Loan Party, Agent Lender or otherwise, from time to time in AgentXxxxxx’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Loan Party with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent Lender may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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 Agent Lender in its sole discretion, and such payments made by Agent 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Loan Party under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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 Lender were the absolute owner thereof for all purposes, and to do, at AgentXxxxxx’s option and Note Loan Parties’ expense, at any time or from time to time, all acts and things that Agent Lender deems necessary to protect, preserve or realize upon the Collateral. Each Note Loan Party hereby ratifies and approves all acts of Agent Lender made or taken pursuant to to, and in accordance with, this Section 8.4. The appointment of Agent as each Note Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable until payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto).subsection

Appointment of Attorney-in-Fact. Each Note Party The Agent shall hereby constitutes have the right, and appoints the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint the Agent (and all officers, employees, or Agents designated by the Agent) as such Note Party’s its true and lawful attorney-in-fact and Agent, with full authority in the place and stead power of such Note Party and in the name of such Note Party, Agent or otherwisesubstitution, from time to time in Agent’s discretion while but only to the extent following the occurrence of an Event of Default which is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, includinghas not been waived: (a) to askeffectuate, demandin the Borrower's or such Subsidiary Guarantor's name, collectthe Borrower's or such Subsidiary Guarantor's obligations under this Agreement, sxx for(b) in the Borrower's, recoversuch Subsidiary Guarantor's, compoundor Agent's name: (i) to exercise all of the Borrower's or such Subsidiary Guarantor's rights and remedies with respect to the Collateral, (ii) if permitted by applicable Law, to sell or assign the Collateral upon such terms, for such amounts, and at such time or times as the Agent deems advisable, (iii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (iv) to do all acts and things reasonably necessary, in the Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (v) to endorse the name of the Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral, (vi) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Collateral to which the Borrower or such Subsidiary Guarantor has access, and (vii) to make and adjust claims under such policies of insurance insuring the Collateral, receive and give acquittance and receipts for moneys due and to become due under or in respect of any endorse the name of the Collateral; (b) to enforce the obligations of Borrower or such Subsidiary Guarantor on any Account Debtor check, draft, instrument or other Person obligated on item of payment for the Collateral proceeds of such policies of insurance insuring the Collateral, and enforce the rights of any Note Party make all determinations and decisions with respect to such obligations policies of insurance. The Borrower and to any property each Subsidiary Guarantor hereby ratifies all that secures such obligations; (c) to file any claims said attorneys shall lawfully do or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the 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 cause to be determined done 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 virtue hereof. This power of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Party under Section 4 or Section 5 of this Agreement or any Security Document, and to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Note Parties’ expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Each Note Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4. The appointment of Agent as each Note Party’s attorney and Agent’s rights and powers are is a power coupled with an interest and are irrevocable until payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)shall be irrevocable.

Appointment of Attorney-in-Fact. Each Note Party hereby constitutes and appoints Agent as such Note Party’s attorney-in-fact with full authority in the place and stead of such Note Party and in the name of such Note Party, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Party with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Party under Section 4 or Section 5 of this Agreement or any Security Document, and to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Note Parties’ expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Each Note Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4. The appointment of Agent as each Note Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable until payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto).

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and appoints Agent as such Note PartyBorrower’s attorney-in-fact with full authority in the place and stead of such Note Party Borrower and in the name of such Note PartyBorrower, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Party Borrower with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Party Borrower under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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’ 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. Each Note Party Borrower hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4subsection 8.5. The appointment of Agent as each Note PartyBorrower’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full, in cash, of all Obligations (other than contingent indemnification indemnity obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)that are not yet due and payable) and termination of all Commitments hereunder shall be in effect and until indefeasible payment in full, in cash, of all Obligations and termination of all Lender Letters of Credit.

Appointment of Attorney-in-Fact. Each Note Loan Party hereby constitutes and appoints Senior Agent as such Note Loan Party’s attorney-in-fact with full authority in the place and stead of such Note Loan Party and in the name of such Note Loan Party, Senior Agent or otherwise, from time to time in Senior Agent’s discretion while an Event of Default is continuing (except that the Senior Agent shall at all times be able to file under the Uniform Commercial Code and the Personal Property Security Act financing statements and financing change statements in the name of each Loan Party as debtor, and record in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property (as defined in the Security Agreements) in the name of each Loan Party as assignor) to take any action and to execute any instrument that Senior Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce adjust, settle or compromise the obligations amount or payment of any Account Debtor Account, or other Person obligated on the Collateral and enforce the rights of release wholly or partly any Note Party with respect to such obligations and to customer or obligor thereunder or allow any property that secures such obligationscredit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Senior Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent Agents and the other Secured Parties 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 receiptsreceipts or any other documents of title, assignments, verifications and notices in connection with Accounts, Chattel Paper or General Intangibles Accounts and other Documents documents relating to the Collateral; and , (f) generally to take commence and prosecute any act required 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 Note Collateral; (g) to defend any suit, action or proceeding brought against any Loan Party under Section 4 with respect to any Collateral; (h) to settle, compromise or Section 5 of this Agreement adjust any suit, action or any Security Documentproceeding 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 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 Senior Agent were the absolute owner thereof for all purposes, and to do, at the Senior Agent’s option and Note Parties’ the Loan Party’s expense, at any time time, or from time to time, all acts and things that 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. Each Note Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4. The appointment of Senior Agent as each Note Loan Party’s attorney and Senior Agent’s rights and powers are coupled with an interest and are irrevocable until indefeasible payment in full, in cash, full and complete performance of all of the Obligations (other than contingent indemnification obligations to and the extent no claims giving rise thereto have been asserted by termination of the Person entitled thereto)Commitments.

Appointment of Attorney-in-Fact. Each Note Loan Party hereby constitutes and appoints Agent as such Note Loan Party’s 's attorney-in-fact with full authority in the place and stead of such Note Loan Party and in the name of such Note Loan Party, Agent or otherwise, from time to time in Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Loan Party with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Loan Party under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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 's option and Note 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 Note Loan Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4subsection 8.5. The appointment of Agent as each Note Loan Party’s 's attorney and Agent’s 's rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)and termination of all Lender Letters of Credit.

Appointment of Attorney-in-Fact. Each Note Party Grantor hereby constitutes and appoints the Collateral Agent as such Note PartyGrantor’s attorney-in-fact with full authority in the place and stead of such Note Party each Grantor and in the name of such Note Partyeach Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (aA) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Party Grantors with respect to such obligations and to any property that secures such obligations; (cC) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Collateral Agent and the other Secured Parties with respect to any of the Collateral; (dD) 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, Chattel Paper or General Intangibles of Grantors and other Documents relating to the Collateral; and (fF) generally to take any act required of any Note Party Grantor under Section 4 3 or Section 5 4 of this Agreement or any Security DocumentAgreement, 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 were was the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and Note PartiesGrantors’ 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 Note Party Grantor hereby ratifies and approves all acts of the Collateral Agent made or taken pursuant to this Section 8.4subsection 5.3 except for those arising from fraud, gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. The appointment of the Collateral Agent as each Note Party’s Grantors’ attorney and the Collateral Agent’s rights and powers are coupled with an interest and are irrevocable until indefeasible payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Obligations.

Appointment of Attorney-in-Fact. Each Note Party of the Restricted Loan Parties hereby constitutes and appoints Agent as such Note PartyPerson’s attorney-in-fact with full authority in the place and stead of such Note Party Person and in the name of such Note PartyPerson, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this AgreementAgreement or the other Loan Documents, including: (a) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Restricted Loan Party with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (fe) generally to take any act required of any Note Restricted Loan Party under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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 PartiesBorrowers’ 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 The Restricted Loan Parties hereby ratifies ratify and approves approve all acts of Agent made or taken pursuant to this Section 8.48.6. The appointment of Agent as each Note Party’s attorney the Restricted Loan Parties’ attorney-in-fact and Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Revolving Loan Commitments hereunder shall be in effect and until payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims claim giving rise thereto have has been asserted by asserted) and termination of all Lender Letters of Credit (or other arrangement acceptable to the Person entitled theretoissuer thereof in writing).

Appointment of Attorney-in-Fact. Each Note Party Borrowers hereby constitutes constitute and appoints appoint Agent as such Note Party’s ---------------------------------- Borrowers' attorney-in-fact with full authority in the place and stead of such Note Party Borrowers and in the name of such Note PartyBorrowers, Agent or otherwise, from time to time in Agent’s 's discretion while (after an Event of Default is continuing has occurred) to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx sue for, recover, compound, receive and give gixx acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Party Borrower with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Party Borrower under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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 's option and Note Parties’ 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. Each Note Party Without limiting the foregoing, each Borrower hereby ratifies irrevocably authorizes the Agent to send to each Insurer that is an Account Debtor on any Account of such Borrower any notice that such Borrower is required to deliver hereunder if such Borrower has failed to deliver any such notice within five (5) Business Days after such Borrower was required to deliver such notice. After the occurrence of an Event of Default, the Borrowers hereby constitute and approves all acts appoint Agent, as the true and lawful attorney-in-fact for such Borrowers (with full authority in the place and stead of Borrowers and in the name of Borrowers) subject to any applicable law or regulation, for the additional purpose of permitting Agent made to, by the signature or taken pursuant other act of any of the Agent's officers (without requiring any of them to this Section 8.4. The appointment do so), direct any federal, state or private payor or fiscal intermediary to pay proceeds of Agent as each Note Party’s attorney the Collateral to such Borrower and for the account of such Borrower (until a Sweep Event shall have occurred) by directing payment to any of the HHLP Concentration Account, the Intermediate Concentration Account or the Agent’s rights and powers are coupled 's Concentration Account in accordance with an interest and are irrevocable until payment in full, in cash, the terms of all Obligations (other than contingent indemnification obligations the relevant Lockbox Agreement to the extent no claims giving rise thereto have been asserted permitted by the Person entitled thereto)law.

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and appoints Agent as such Note PartyBorrower’s attorney-in-fact with full authority in the place and stead of such Note Party Borrower and in the name of such Note PartyBorrower, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Party Borrower with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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, Chattel Paper or General Intangibles and other Documents relating to the constituting Collateral; and (f) generally to take any act required of any Note Party Borrower under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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’ 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. Each Note Party Borrower hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4subsection 8.5. The appointment of Agent as each Note PartyBorrower’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder are in effect and until indefeasible payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Obligations.

Appointment of Attorney-in-Fact. Each Note Party Grantor hereby constitutes and appoints Administrative Agent as such Note PartyGrantor’s attorney-in-fact with full authority in the place and stead of such Note Party each Grantor and in the name of such Note Partyeach Grantor, Administrative Agent or otherwise, from time to time in Administrative Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (aA) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Party Grantors with respect to such obligations and to any property that secures such obligations; (cC) to file any claims or take any action or institute any proceedings that Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Administrative Agent and the other Secured Parties Lenders with respect to any of the Collateral; (dD) 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, Chattel Paper or General Intangibles of Grantors and other Documents relating to the Collateral; and (fF) generally to take any act required of any Note Party Grantor under Section 4 3 or Section 5 4 of this Agreement or any Security DocumentAgreement, 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 Note PartiesGrantors’ 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 Note Party Grantor hereby ratifies and approves all acts of Administrative Agent made or taken pursuant to this Section 8.4subsection 5.2. The appointment of Administrative Agent as each Note Party’s Grantors’ attorney and Administrative Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Obligations.

Appointment of Attorney-in-Fact. Each Note Loan Party hereby constitutes and appoints each Agent as such Note Loan Party’s 's attorney-in-fact with full authority in the place and stead of such Note Loan Party and in the name of such Note Loan Party, any Agent or otherwise, from time to time in such Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that such Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce adjust, settle or compromise the obligations amount or payment of any Account Debtor Account, or other Person obligated on the Collateral and enforce the rights of release wholly or partly any Note Party with respect to such obligations and to customer or obligor thereunder or allow any property that secures such obligationscredit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that such Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of such Agent and the other Secured Parties 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, Chattel Paper or General Intangibles Accounts and other Documents documents relating to the Collateral; and (f) generally . Regardless of whether an Event of Default has occurred or is continuing, each Loan Party that is a party hereto authorizes Administrative Agent to take any act required file financing statements describing Collateral of any Note such Loan Party under Section 4 with or Section 5 without the signature of the Loan Party, or to file a photocopy of this Agreement or any Security Documentin substitution for a financing statement, as Administrative Agent may deem appropriate and to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of execute in such Loan Party's name such financing statements and amendments thereto and continuation statements which may require 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 8.4Loan Party's signature. The appointment of Agent Agents as each Note Loan Party’s 's attorney and Agent’s Agents' rights and powers are coupled with an interest and are irrevocable until payment in full, in cash, full and complete performance of all Obligations (other than contingent indemnification obligations to of the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Obligations."

Appointment of Attorney-in-Fact. Each Note Loan Party hereby constitutes and appoints Agent as such Note Loan Party’s attorney-in-fact with full authority in the place and stead of such Note Loan Party and in the name of such Note Loan Party, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Loan Party with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act action required of any Note Loan Party under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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’ 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 Note Loan Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4subsection 8.5. The appointment of Agent as each Note Loan Party’s attorney attorney-in-fact and Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Revolving Loan Commitments hereunder shall be in effect and until payment Payment in full, in cash, Full of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Obligations.

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and appoints Agent Lender as such Note Party’s Borrower's attorney-in-fact with full authority in the place and stead of such Note Party Borrower and in the name of such Note PartyBorrower, Agent Lender or otherwise, from time to time in Agent’s Lender's discretion while after the occurrence and during the continuance of an Event of Default is continuing to take any action and to execute any instrument that Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce adjust, settle or compromise the obligations amount or payment of any Account Debtor Contract, or release wholly or partly any Contract Obligor or other Person obligated on the Collateral and enforce the rights of applicable Contract Rights Payor thereunder or allow any Note Party with respect to such obligations and to any property that secures such obligationscredit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent Lender may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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 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, Chattel Paper or General Intangibles Accounts and other Documents documents relating to the Collateral; and (f) generally 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 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 8.4which such Borrower has access. The appointment of Agent Lender as each Note Party’s Borrower's attorney and Agent’s Lender's rights and powers are coupled with an interest and are irrevocable until payment in full, in cash, full and complete performance of all Obligations (other than contingent indemnification obligations to of the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Obligations.

Appointment of Attorney-in-Fact. Each Note Loan Party hereby constitutes and appoints Agent as such Note Loan Party’s 's attorney-in-fact with full authority in the place and stead of such Note Loan Party and in the name of such Note Loan Party, Agent or otherwise, from time to time in Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Loan Party with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Loan Party under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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 's option and Note Loan Parties’ ' expense, at any time or from time to time, all acts and things that Agent deems necessary to Loan Parties' protect, preserve or realize upon the Collateral. Each Note Loan Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.47.5. The appointment of Agent as each Note Loan Party’s 's attorney and Agent’s 's rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)and termination of all Lender Letters of Credit.

Appointment of Attorney-in-Fact. Each Note Party Borrowers hereby constitutes constitute and appoints appoint Collateral Agent as such Note Party’s Borrowers' attorney-in-fact with full authority in the place and stead of such Note Party any Borrower and in the name of such Note Partyany Borrower, Collateral Agent or otherwise, from time to time in Collateral Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Party Borrower with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Collateral Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Collateral Agent and the other Secured Parties 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 immediately without 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Party Borrower under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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 's option and Note Parties’ 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. Each Note Party Without limiting the foregoing, each Borrower hereby ratifies 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 approves 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 Section 8.4subsection 8.5. The appointment of Collateral Agent as each Note Party’s attorney Borrowers' attorney-in-fact and Collateral Agent’s 's rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)and termination of all Letters of Credit.

Appointment of Attorney-in-Fact. Each Note Loan Party hereby constitutes and appoints Agent as such Note Loan Party’s attorney-in-fact with full authority in the place and stead of such Note Loan Party and in the name of such Note Loan Party, Agent or otherwise, from time to time in Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, 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 enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Loan Party with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Note Loan Party under Section 4 or Section 5 of this Agreement or any Security DocumentAgreement, 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 Loan Parties’ expense, at any time or from time to time, all acts and things that Agent deems necessary to Loan Parties’ protect, preserve or realize upon the Collateral. Each Note Loan Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.47.5. The appointment of Agent as each Note Loan Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)and termination of all Lender Letters of Credit.

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and appoints Agent Lender as such Note Party’s Borrower's attorney-in-fact with full authority in the place and stead of such Note Party Borrower and in the name of such Note PartyBorrower, Agent Lender or otherwise, from time to time in Agent’s Lender's discretion while after the occurrence and during the continuance of an Event of Default is continuing to take any action and to execute any instrument that Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce adjust, settle or compromise the obligations amount or payment of any Account Debtor Contract, or release wholly or partly any Contract Obligor or other Person obligated on the Collateral and enforce the rights of applicable Contract Rights Payor thereunder or allow any Note Party with respect to such obligations and to any property that secures such obligationscredit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that Agent Lender may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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 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, Chattel Paper or General Intangibles Accounts and other Documents documents relating to the Collateral; and (f) generally 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 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 8.4which such Borrower has access. The appointment of Agent Lender as each Note Party’s Borrower's attorney and Agent’s Lender's rights and powers are coupled with an interest and are irrevocable until payment in full, in cash, full and complete performance of all Obligations (other than contingent indemnification obligations to of the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Obligations.

Appointment of Attorney-in-Fact. Each Note Party Effective upon the occurrence and during the continuation of an Event of Default, the Borrower and the Company hereby constitutes constitute and appoints appoint the Collateral Agent as such Note Party’s their attorney-in-fact with full authority in the place and stead of such Note Party the Borrower and the Company and in their name, the name of such Note Party, Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce adjust, settle or compromise the obligations amount or payment of any Account Debtor Account, or other Person obligated on the Collateral and enforce the rights of release wholly or partly any Note Party with respect to such obligations and to customer or obligor thereunder or allow any property that secures such obligationscredit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (d) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Collateral 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, Chattel Paper or General Intangibles Accounts and other Documents documents relating to the Collateral; and (f) generally to take any act required execute on behalf of any Note Party under Section 4 or Section 5 the Company the assignment of this Agreement or any Security Documentthe Antizol Contracts, LUVOX® CR Contracts, 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 Xyrem Contracts pursuant to this Section 8.412.9. The appointment of the Collateral Agent as each Note Partythe Borrower’s and the Company’s attorney and the Collateral Agent’s rights and powers are coupled with an interest and are irrevocable until no Event of Default shall exist or payment in full, in cash, full and complete performance of all Obligations (other than contingent indemnification obligations of the Obligations. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Securities Exchange Act of 1934, as amended.

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and appoints Agent Lender as such Note Party’s Borrower's attorney-in-fact with full authority authority, in the place and stead of such Note Party Borrower and in the name of such Note PartyBorrower, Agent Lender or otherwise, from time to time in Agent’s Lender's discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx 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 enforce adjust, settle or compromise the obligations amount or payment of any Account Debtor Account. or other Person obligated on the Collateral and enforce the rights of release wholly or partly any Note Party with respect to such obligations and to account debtor or obligor thereunder or allow any property that secures such obligationscredit or discount thereon; (c) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper. in connection with clause (a) above: (d) to file any claims or take any action or institute any proceedings that Agent Lender may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties 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 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, Chattel Paper or General Intangibles Accounts and other Documents documents relating to the Collateral; and (f) generally to take any act required notify the postal authorities to change the address for delivery' of any Note Party under Section 4 or Section 5 of this Agreement or any Security Document, Borrower's mail to an address designated by Lender to receive and open all mail addressed to Borrower and to sell, transfer, pledge, make any agreement with respect retain all mail relating to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof for forward all purposesother mail to Borrower; (g) to make, settle and to do, at Agent’s option adjust all claims and Note Parties’ expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Each Note Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4. The appointment of Agent as each Note Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable until payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto).make all