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

Agent’s Appointment as Attorney-in-Fact. In addition to any other powers of attorney contained herein, each Grantor hereby appoints Agent, its nominee, or any other person whom Agent may designate such Grantor’s attorney-in-fact, with full power and authority effective upon the occurrence and during the continuance of any Event of Default to ask, demand, collect, receive, receipt for, xxx for, compound and give acquittance for any and all sums or properties which may be or become due, payable or distributable in respect of the Collateral or any part thereof, with full power to settle, adjust or compromise any claim in respect of the Collateral as fully as such Grantor could itself do, to endorse or sign such Grantor’s name on any assignments, stock powers or other instruments of transfer and on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security in respect of the Collateral that may come into Agent’s possession and on all documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its reasonable discretion, to file any claim or take any other action or proceeding, either in its own name or in the name of such Grantor, or otherwise, which Agent deems necessary to collect or otherwise realize upon all or any part of the Collateral, or effect a transfer thereof, or which may be necessary to protect and preserve the right, title, and interest of Agent in and to such Collateral and the security intended to be afforded hereby. Each Grantor hereby ratifies and approves all acts of any such attorney-in-fact and agrees that neither Agent nor any such attorney-in-fact will be liable for any such acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. Agent may file one or more financing statements disclosing its security interest in all or any part of the Collateral without any Grantor’s signature appearing thereon, and each Grantor also hereby grants Agent a power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf of such Grantor without notice thereof to any Grantor. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Termination Date

Agent’s Appointment as Attorney-in-Fact. In addition to (a) Each Pledgor hereby irrevocably constitutes and appoints the Agent and any other powers of attorney contained herein, each Grantor hereby appoints Agent, its nominee, officer or any other person whom Agent may designate such Grantor’s attorney-in-factagent thereof, with full power of substitution, as its true and lawful attorney-in- fact with full irrevocable power and authority effective upon in the occurrence place and during stead of such Pledgor and in the continuance name of such Pledgor or in its own name, from time to time in the Agent's sole and absolute discretion, for the purpose of carrying out the terms of this Security Agreement, to take any Event and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of Default this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Agent the power and right, on behalf of such Pledgor, without notice to or assent by such Pledgor to do the following: to ask, demand, collect, receive, receipt for, xxx for, compound receive and give acquittance acquittances and receipts for any and all sums moneys due and to become due under any Collateral and, in the name of such Pledgor or properties which may be its own name or become due, payable or distributable in respect of the Collateral or any part thereof, with full power to settle, adjust or compromise any claim in respect of the Collateral as fully as such Grantor could itself dootherwise, to take possession of and endorse or sign such Grantor’s name on any assignments, stock powers or other instruments of transfer and on collect any checks, drafts, notes, acceptances, money orders, drafts, acceptances or other Instruments for the payment of moneys due under any Collateral and any other forms of payment or security in respect of the Collateral that may come into Agent’s possession and on all documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its reasonable discretion, to file any claim or to take any other action or proceeding, either proceeding in its own name any court of law or in the name of such Grantor, or otherwise, which Agent deems necessary to collect equity or otherwise realize upon deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Collateral whenever pay- able and to file any claim or to take any other action or proceeding in any court of law or equity or other-wise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Agent or as the Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (C) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against any Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Purchaser may deem appropriate; (G) generally 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 Agent were the absolute owner thereof for all purposes, and to do, at the Purchaser's option and such Pledgors's expense, at any time, or effect a transfer thereoffrom time to time, or all acts and things which may be the Agent reasonably deems necessary to protect and protect, preserve or realize upon the right, title, and interest of Agent in and to such Collateral and the security intended Agent's Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Pledgor might do. The Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will forebear from exercising the power of attorney or any rights granted to the Agent pursuant to this Section 6. Each Pledgor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be afforded herebydone by virtue hereof. Each Grantor hereby ratifies The power of attorney granted pursuant to this Section 6 is a power coupled with an interest and approves all acts of shall be irrevocable until the Secured Obligations are indefeasibly paid in full. The powers conferred on the Agent hereunder are solely to protect the Agent's interests in the Collateral and shall not impose any duty upon it to exercise any such attorney-in-fact powers. The Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and agrees that neither Agent it nor any such attorney-in-fact will of its officers, directors, employees or agents shall be liable responsible to each Pledgor for any such acts act or omissions nor failure to act, except for any error of judgment or mistake of fact or law other than such person’s its own gross negligence or willful misconduct. Each Pledgor also authorizes the Agent, as finally determined by a court at any time and from time to time upon the occurrence and during the continuation of competent jurisdiction. Agent may file one or more financing statements disclosing an Event of Default, (i) to communicate in its security interest in all or own name with any part party to any Contract with regard to the assignment of the Collateral without any Grantor’s signature appearing thereonright, title and each Grantor also hereby grants Agent a power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf interest of such Grantor without notice thereof Pledgor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 8 hereof, any Grantor. The foregoing powers endorsements, assignments or other instruments of attorney, being coupled conveyance or transfer with an interest, are irrevocable until respect to the Termination DateCollateral.

Agent’s Appointment as Attorney-in-Fact. In addition to any other powers of attorney contained herein, each Grantor hereby appoints Agent, its nominee, or any other person whom Agent may designate such Grantor’s attorney's attomey-in-fact, with full power and authority effective upon the occurrence and during the continuance of any Event of Default to ask, demand, collect, receive, receipt for, xxx for, compound and give acquittance for any and all sums or properties which may be or become due, payable or distributable in respect of the Collateral or any part thereof, with full power to settle, adjust or compromise any claim in respect of the Collateral as fully as such Grantor could itself do, to endorse or sign such Grantor’s 's name on any assignments, stock powers or other instruments of transfer and on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security in respect of the Collateral that may come into Agent’s 's possession and on all documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its reasonable discretion, to file any claim or take any other action or proceeding, either in its own name or in the name of such Grantor, or otherwise, which Agent deems necessary to collect or otherwise realize upon all or any part of the Collateral, or effect a transfer thereof, or which may be necessary to protect and preserve the right, title, and interest of Agent in and to such Collateral and the security intended to be afforded hereby. Each Grantor hereby ratifies and approves all acts of any such attorney-in-fact and agrees that neither Agent nor any such attorney-in-fact will be liable for any such acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s 's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. Agent may file one or more financing statements disclosing its security interest in all or any part of the Collateral without any Grantor’s 's signature appearing thereon, and each Grantor also hereby grants Agent a power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf of such Grantor without notice thereof to any Grantor. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Termination Datetermination date.

Agent’s Appointment as Attorney-in-Fact. In addition Upon the occurrence and during the continuance or existence of any Event of Default, Borrower hereby irrevocably constitutes and appoints Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Borrower and in the name of Borrower or in its own name, from time to time in Agent's discretion, for the purpose of carrying out the terms of this Agreement, to take any other powers and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of attorney contained hereinthis Agreement. Without limiting the generality of the foregoing and subject to Borrower's rights under Section 5 hereof, each Grantor Borrower hereby appoints Agentgives Agent and any officer or agent thereof, its nominee, or any other person whom Agent may designate as such Grantor’s attorney-in-fact, with full the power and authority effective right, on behalf of Borrower, without notice to or assent by Borrower, to do the following: (i) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and to become due thereunder directly to Agent or as Agent shall direct; (ii) to receive payment of and receipt for any and all amounts due and to become due at any time in respect of or arising out of any Collateral; (iii) to endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Collateral; (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of the Collateral; (v) to defend any suit, action or proceeding brought against Borrower with respect to any Collateral; (vi) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (vii) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as Agent may deem appropriate; and (viii) in connection with a bankruptcy or similar insolvency proceeding involving the issuer of the Collateral to participate in any recapitalization, reclassification, reorganization, consolidation, redemption, stock split, merger or liquidation of the issuer of the Collateral affecting the Collateral and, in connection therewith, may deposit or surrender control of the Collateral in exchange therefore and take such other action as deemed proper by Agent in connection therewith; and (ix) generally, to sell, transfer, pledge, vote, 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 at Borrower's expense, at any time, or from time to time, all acts and things which Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and Secured Parties' security interest therein, to effect the intent of this Agreement, all as fully and effectively as Borrower might do. Any and all such amounts received by Agent as attorney-in-fact for Borrower may, in the sole discretion of Agent, be held by Agent as Collateral security. Borrower hereby ratifies, to the extent permitted by law, all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred on Agent hereunder are solely to protect Agent's and each Secured Party's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, managers, employees or agents shall be responsible to Borrower for any act or failure to act, except for its own gross negligence or willful misconduct. Borrower also authorizes Agent, at any time and from time to time upon the occurrence and during the continuance or existence of any Event of Default to ask, demand, collect, receive, receipt for, xxx for, compound and give acquittance for any and all sums or properties which may be or become due, payable or distributable in respect of the Collateral or any part thereof, with full power to settle, adjust or compromise any claim in respect of the Collateral as fully as such Grantor could itself doDefault, to endorse or sign such Grantor’s name on execute, in connection with the sale provided for in Section 10 of this Agreement, any assignmentsendorsements, stock powers assignments or other instruments of conveyance or transfer and on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security in with respect of the Collateral that may come into Agent’s possession and on all documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its reasonable discretion, to file any claim or take any other action or proceeding, either in its own name or in the name of such Grantor, or otherwise, which Agent deems necessary to collect or otherwise realize upon all or any part of the Collateral, or effect a transfer thereof, or which may be necessary to protect and preserve the right, title, and interest of Agent in and to such Collateral and the security intended to be afforded hereby. Each Grantor hereby ratifies and approves all acts of any such attorney-in-fact and agrees that neither Agent nor any such attorney-in-fact will be liable for any such acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. Agent may file one or more financing statements disclosing its security interest in all or any part of the Collateral without any Grantor’s signature appearing thereon, and each Grantor also hereby grants Agent a power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf of such Grantor without notice thereof to any Grantor. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Termination Date.

Agent’s Appointment as Attorney-in-Fact. (a) In addition to to, and without limiting the scope of any other powers provision in this Agreement, the Pledgor hereby irrevocably constitutes and appoints Agent and any officer or agent thereof, with full power of attorney contained hereinsubstitution, each Grantor hereby appoints Agent, as its nominee, or any other person whom Agent may designate such Grantor’s true and lawful attorney-in-fact, fact with full irrevocable power and authority effective in the place and stead of the Pledgor and in the name of the Pledgor or in its own name, from time to time in Agent's discretion, for the purpose of carrying out the actions and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives Agent, the power and right, on behalf of the Pledgor, without notice to or assent by the Pledgor upon the occurrence and during the continuance of any an Event of Default Default, but with notice to and assent by Pledgor prior to the occurrence of an Event of Default, to do the following: (i) to ask, demand, collect, receive, receipt for, xxx for, compound receive and give acquittance acquittances and receipts for any and all sums monies due and to become due under the Collateral; (ii) in the name of the Pledgor or properties which may be its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under the Collateral; (iii) to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any and all such moneys due under the Collateral whenever payable; (iv) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (v) to direct any party liable for any payment under the Collateral to make payment of any and all moneys due and to become duedue thereunder directly to Agent, payable or distributable as Agent shall direct; (vi) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (vii) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereofthereof and to enforce any other right in respect of the Collateral; (viii) to defend any suit, action or proceeding brought against the Pledgor with full power respect to any Collateral; (ix) to settle, compromise or adjust any suit, action or compromise proceeding described above and, in connection therewith, to give such discharges or releases as Agent may deem appropriate; (x) exercise voting rights attributable to the Pledged Stock pursuant to Section 6 hereof; and (xi) generally to sell, transfer, pledge, make any claim in agreement with respect to or otherwise deal with any of the Collateral as fully and completely as such Grantor could itself though Agent were the absolute owner thereof for all purposes, and to do, to endorse or sign such Grantor’s name on at Agent's option and the Pledgor's expense, at any assignments, stock powers or other instruments of transfer and on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security in respect of the Collateral that may come into Agent’s possession and on all documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its reasonable discretion, to file any claim or take any other action or proceeding, either in its own name or in the name of such Grantortime, or otherwisefrom time to time, all acts and things which Agent deems necessary to collect protect, preserve or otherwise realize upon all or any part of the Collateral, or effect a transfer thereof, or which may be necessary to protect and preserve the right, title, and interest of Agent in and to such Collateral and Agent's security interest therein, in order to effect the security intended intent of this Agreement, all as fully and effectively as the Pledgor might do. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be afforded hereby. Each Grantor hereby ratifies and approves all acts of any such attorney-in-fact and agrees that neither Agent nor any such attorney-in-fact will be liable for any such acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. Agent may file one or more financing statements disclosing its security interest in all or any part of the Collateral without any Grantor’s signature appearing thereon, and each Grantor also hereby grants Agent a power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf of such Grantor without notice thereof to any Grantor. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Termination Datedone.

Agent’s Appointment as Attorney-in-Fact. In addition to any other powers of attorney contained herein, each Each Grantor hereby irrevocably constitutes and appoints Agent (and all officers, employees or agent designated by Agent), its nomineewith full power of substitution, or any other person whom Agent may designate as such Grantor’s true and lawful attorney-in-fact, fact with full irrevocable power and authority effective upon in the occurrence place and during stead of such Grantor and in the continuance name of such Grantor or in its own name, from time to time in Agent’s discretion, to take any Event and all appropriate action and to execute and deliver any and all documents and Instruments that may be necessary or desirable to accomplish the purposes of Default the Loan Documents and, without limiting the generality of the foregoing, such Grantor hereby grants to Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, and at any time, to do the following, subject to any limitation expressly provided for in the Credit Agreement or any other Loan Document: (a) change the mailing address of such Grantor, open a post office box on behalf of such Grantor, open mail for such Grantor, and ask, demand, collect, receive, receipt give acquittances and receipts for, xxx fortake possession of, compound or endorse and give acquittance for any and all sums or properties which may be or become duereceive payment of, payable or distributable in respect of the Collateral or any part thereof, with full power to settle, adjust or compromise any claim in respect of the Collateral as fully as such Grantor could itself do, to endorse or sign such Grantor’s name on any assignments, stock powers or other instruments of transfer and on any checks, drafts, notes, acceptances, money orders, draftsor other Instruments for the payment of moneys due, and endorse any other forms invoices, freight or express bills, bills of payment lading, storage or security warehouse receipts, drafts against debtors, assignments, verifications, and notices in respect connection with any of the Collateral that may come into Agent’s possession and on all documents Collateral; (b) effect any repairs to any of satisfaction, discharge or receipt required or requested in connection therewith, and, in its reasonable discretion, to file any claim or take any other action or proceeding, either in its own name or in the name of such GrantorCollateral, or otherwise, which Agent deems necessary to collect continue or otherwise realize upon obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any Taxes or Liens (other than Liens permitted under this Security Agreement or the Credit Agreement) levied or placed on or threatened against such Grantor or the Collateral; (d) defend any suit, action or proceeding brought against such Grantor if such Grantor does not defend such suit, action or proceeding or if Agent believes that such Grantor is not pursuing such defense in a manner that will maximize the recovery to Agent, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Agent may deem appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Agent for the purpose of collecting any and all such moneys due to such Grantor whenever payable and to enforce any other right in respect of the Collateral; (f) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Collateral, and execute, in connection with such sale or effect action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; (g) cause the certified public accountants then engaged by such Grantor to prepare and deliver to Agent at any time and from time to time, promptly upon Agent’s request, the following reports: (i) a transfer thereofreconciliation of all of its Accounts, (ii) an aging of all such Accounts; (iii) trial balances; (iv) test verifications of such Accounts as Agent may request; and (v) the results of each physical verification of its Inventory; (h) communicate in its own name with any Account Debtors of such Grantor, parties to any Contracts of such Grantor or which may be necessary other obligors of such Grantor in respect of Instruments or Chattel Paper of such Grantor with regard to protect and preserve the assignment of the right, title, title and interest of such Grantor in, to and under such Accounts, Contracts, Instruments, Chattel Paper, General Intangibles and other matters relating thereto; (i) file such financing statements with respect to the Security Agreement, with or without such Grantor’s signature, or file a photocopy of this Security Agreement in substitution for a financing statement, as Agent in may deem appropriate and to execute in Grantor’s name such financing statements and amendments thereto and continuation statements that may require such Grantor’s signature; (j) execute, in connection with any sale provided for in any Loan Document, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral and to otherwise direct such sale or resale, all as though Agent were the security intended absolute owner of the Collateral for all purposes; and (k) do, at Agent’s option and such Grantor’s expense, at any time or from time to be afforded herebytime, all acts and other things that Agent reasonably deems necessary to perfect, preserve, or realize upon the Collateral and Agent’s Liens thereon, all as fully and effectively as such Grantor might do. Each Grantor hereby ratifies and approves ratifies, to the extent permitted by law, all acts of any such attorney-in-fact and agrees that neither said Agent nor any such attorney-in-fact will shall lawfully do or cause to be liable for any such acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful misconduct, as finally determined done by a court of competent jurisdictionvirtue hereof. Agent may file one or more financing statements disclosing its security interest in all or any part of the Collateral without any Grantor’s signature appearing thereon, and each Grantor also hereby grants Agent a The power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf of such Grantor without notice thereof to any Grantor. The foregoing powers of attorney, being granted herein is a power coupled with an interest, are interest and shall be irrevocable until the Termination Date. The powers conferred on Agent pursuant to this Section 7, for the benefit of Agent and Lenders, are solely to protect Agent’s Liens upon and interests in the Collateral (for the benefit of Agent and Lenders) and shall not impose any duty upon Agent or any Lender to exercise any such powers except as otherwise expressly provided for therein. Agent agrees that (a) except for the powers granted in clause (i) above, it shall not exercise any power or authority granted pursuant to this Section 7 unless an Event of Default has occurred and is continuing, and (b) Agent shall account for any moneys received by Agent in respect of any foreclosure on or disposition of any of the Collateral pursuant to the powers of attorney granted herein; provided, that, except as set forth in Section 10, neither Agent nor any Lender shall have any duty as to any Collateral except as otherwise expressly required under applicable law, and Agent and Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. NONE OF AGENT, LENDERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL 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.

Agent’s Appointment as Attorney-in-Fact. In addition (a) Subject to any other powers the last paragraph of attorney contained hereinthis Section 10(a), each Grantor Pledgor hereby irrevocably constitutes and appoints Agent, its nominee, the Administrative Agent and any officer or any other person whom Agent may designate such Grantor’s attorney-in-fact, with full power and authority effective upon the occurrence and during the continuance of any Event of Default to ask, demand, collect, receive, receipt for, xxx for, compound and give acquittance for any and all sums or properties which may be or become due, payable or distributable in respect of the Collateral or any part agent thereof, with full power to settleof substitution, adjust or compromise any claim as its true and lawful attorney-in-fact with full irrevocable power and authority in respect the place and stead of the Collateral as fully as such Grantor could itself do, to endorse or sign such Grantor’s name on any assignments, stock powers or other instruments of transfer Pledgor and on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security in respect of the Collateral that may come into Agent’s possession and on all documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its reasonable discretion, to file any claim or take any other action or proceeding, either in its own name or in the name of such GrantorPledgor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all reasonably appropriate action and to execute any and all documents and instruments which may be reasonably necessary or otherwisedesirable to accomplish the purposes of this Agreement, which and, without limiting the generality of the foregoing, each Pledgor hereby gives the Administrative Agent deems necessary the power and right, on behalf of such Pledgor, without notice to collect or otherwise realize upon assent by such Pledgor, to do any or all of the following: i pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance required under the terms of the Credit Agreement or this Agreement and pay all or any part of the Collateral, or effect a transfer thereof, or which may be necessary to protect and preserve the right, title, and interest of Agent in and to such Collateral premiums therefor and the security intended costs thereof; ii execute, in connection with any sale provided for in Section 7(a) or Section 8(d), any endorsements, assignments or other instruments of conveyance or transfer with respect to be afforded hereby. Each Grantor hereby ratifies the Collateral; and approves all acts of iii (A) direct any such attorney-in-fact and agrees that neither Agent nor any such attorney-in-fact will be party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account, Instrument, General Intangible, Chattel Paper or Payment Intangible or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any or all such acts moneys due under any Account, Instrument or omissions nor General Intangible or with respect to any other Collateral whenever payable; (C) ask or demand for, collect, and receive payment of and receipt for any error and all moneys, claims and other amounts due or to become due at any time in respect of judgment or mistake arising out of fact any Collateral; (D) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (E) receive, change the address for delivery, open and dispose of mail addressed to any Pledgor, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of any Pledgor; (F) commence and prosecute any suits, actions or proceedings at law other than such person’s gross negligence or willful misconduct, as finally determined by a in equity in any court of competent jurisdiction. Agent may file one or more financing statements disclosing its security interest in all jurisdiction to collect the Collateral or any part of the Collateral without portion thereof and to enforce any Grantor’s signature appearing thereon, and each Grantor also hereby grants Agent a power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf of such Grantor without notice thereof to any Grantor. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Termination Dateother right in respect 14 US-DOCS\117348706.6