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 Party Borrower hereby constitutes and appoints Agent 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 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 forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to 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 Party’s Borrower's attorney and Agent’s '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 indemnification obligations to and termination of the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Revolving Loan Commitment.

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and appoints Agent 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 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 reasonably 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) 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 reasonably 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 Party’s Borrower's attorney and Agent’s '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 Credit Party hereby constitutes and appoints Agent Lender as such Note Party’s its attorney-in-fact with full authority in the place and stead of such Note Credit Party and in the name of such Note Credit Party, Agent Lender or otherwise, from time to time in AgentLender’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, 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 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 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 Lender as each Note Credit Party’s attorney and AgentLender’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 Borrower hereby constitutes and ------------------------------- appoints Agent 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 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 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 Party’s Borrower's attorney and Agent’s '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 Obligor hereby constitutes and appoints Agent as such Note Party’s Obligor's attorney-in-fact with full authority in the place and stead of such Note Party Obligor and in the name of such Note PartyObligor, 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 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 Party’s Obligor's attorney and Agent’s '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 termination of the extent no claims giving rise thereto have been asserted by 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 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 Credit Party hereby constitutes and appoints Agent Lender as such Note Credit Party’s attorney-in-fact with full authority in the place and stead of such Note Credit Party and in the name of such Note Credit Party, Agent Lender or otherwise, from time to time in AgentLender’s discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, 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 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 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 Lender as each Note Credit Party’s attorney and AgentLender’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 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 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 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) 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 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 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 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 Borrower hereby constitutes and appoints Agent 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 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 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 Party’s Borrower's attorney and Agent’s '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 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 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) 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 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 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 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 Borrowers hereby constitutes and appoints Agent as such Note Party’s each 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 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 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 Party’s Borrower's attorney and Agent’s '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 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 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 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 Party Effective upon and during the continuance of an Event of Default, each Borrower hereby constitutes and appoints Administrative Agent 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, Administrative Agent or otherwise, from time to time in Administrative Agent’s '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: (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 Administrative Agent and/or 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 Administrative Agent and/or 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 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 Administrative Agent as each Note Party’s Borrower's attorney and Administrative Agent’s '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 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 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: , (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 adjust, settle or compromise the obligations amount or payment of any Account Debtor Account, or release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (C) to receive, endorse, and collect any drafts or other Person obligated on the Collateral instruments, documents and enforce the rights of any Note Party chattel paper, in connection with respect to such obligations and to any property that secures such obligationsCLAUSE (A) above; (cD) 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; and (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; (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 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 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 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 Collateral Agent 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, 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 forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to 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 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 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 receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper or General Intangibles Accounts and other Documents documents 84 90 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 Collateral Agent as each Note Party’s Borrower's attorney and Collateral Agent’s '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 constitute and appoints appoint 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 recexxxs 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 's attorney and Agent’s '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 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

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and ------------------------------- appoints Agent 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 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 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 Party’s Borrower's attorney and Agent’s '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 Borrower hereby constitutes and appoints Agent 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 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 forsue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to 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 Party’s Borrower's attorney and Agent’s 's rights and powers are coupled with an interest 49 and are irrevocable until indefeasible 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 Borrower and Guarantor hereby constitutes and appoints Agent Lender as such Note Party’s its attorney-in-fact with full authority in the its place and stead of such Note Party and in its name, the name of such Note Party, 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 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 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 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 Lender as each Note Party’s Borrower's and Guarantor'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 Borrower hereby constitutes and ------------------------------- appoints Agent 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 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 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 Party’s Borrower's attorney and Agent’s '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 termination of the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Commitments.

Appointment of Attorney-in-Fact. Each Note Debtor hereby irrevocably appoints Secured Party hereby constitutes (together with its officers, employees and appoints Agent agents) as such Note PartyDebtor’s true and lawful attorney-in-fact fact, with full authority in the place and stead of such Note Party Debtor and in the name of such Note Party, Agent Debtor or otherwise, from time to time in Agent’s discretion while time, upon the occurrence and during the continuance of an Event of Default is continuing Default, to take any action and to execute any instrument that Agent Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including: , without limitation, to: (a) to askask for, demand, collect, sxx xxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys money due and to become due under or in respect of any of the Collateral; ; (b) to enforce the obligations of receive, indorse and collect any Account Debtor drafts or other Person obligated on the Collateral and enforce the rights of any Note Party instruments or documents, in connection with respect to such obligations and to any property that secures such obligations; clause (a) above; (c) to file any claims or take any action or institute any proceedings that Agent Secured Party may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and the other Secured Parties Party with respect to any of the Collateral; and (d) to pay (i) prepare, file and sign Debtor’s name on any proof of claim in any bankruptcy or discharge taxes similar proceeding or Liens levied or placed upon or threatened similar document against the Collateralany account debtor, 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; (eii) 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, do all acts and things that Agent deems necessary necessary, in Secured Party’s sole discretion, to protectfulfill Debtor’s obligations to Secured Party under this Agreement, preserve the Purchase Agreement or realize upon otherwise, (iii) demand, xxx for, collect, compromise and give acquittances for any and all Collateral, (iv) prosecute, defend or compromise any action, claim or proceeding with respect to any of the Collateral, and (v) take such other action as Secured Party may deem appropriate, including extending or modifying the terms of payment of Debtor’s debtors. Each Note Party hereby ratifies and approves all acts This power 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 attorney, being coupled with an interest and are interest, shall be irrevocable until payment in full, in cash, for the life of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)this Agreement.

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and appoints the 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, the Agent or otherwise, from time to time in the Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that the 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 the 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 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 the Agent as each Note PartyBorrower’s attorney and the 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 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 Borrower hereby constitutes and appoints Agent 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 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 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 Party’s Borrower's attorney and Agent’s '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 termination of the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Commitments.

Appointment of Attorney-in-Fact. Each Note Party The Administrative Agent shall hereby constitutes have the right, and each Borrower hereby irrevocably makes, constitutes, and appoints the Administrative Agent (and all officers, employees, or agents designated by the Administrative 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 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, includingwithout assent by such Borrower: (a) to askeffectuate, demandin such Borrower's name, collectsuch Borrower's obligations under this Agreement, 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) in such Borrower's or Administrative Agent's name: (i) to demand payment of the Accounts, (ii) to enforce payment of the obligations Accounts, by legal proceedings or otherwise, (iii) to exercise all of such Borrower's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Law, to sell or assign the Accounts and other Collateral, (vii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (viii) to prepare, file, and sign such Borrower's name on a proof of claim in a bankruptcy against any Account Debtor or other Person obligated on any notice of Lien, assignment, or satisfaction of Lien in connection with any Accounts, (ix) to do all acts and things reasonably necessary, in the Administrative Agent's good faith discretion, to fulfill such Borrower's obligations under this Agreement, (x) to endorse the name of such Borrower upon any of the items of payment or Proceeds relating to any Collateral and enforce deposit the rights same to any Collection Account or to the Cash Concentration Account of the Administrative Agent, (xi) to endorse the name of such Borrower upon any Note Party Chattel Paper, document, Instrument, invoice, freight xxxx, xxxx of lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xii) to use such Borrower's stationery and sign the name of such Borrower to verifications of the Accounts and notices thereof to Account Debtors, (xiii) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which such Borrower has access, (xiv) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies, and make all determinations with respect to such obligations policies, and (xvi) to any property that secures notify post office authorities to change the address for delivery of such obligations; Borrower's mail to an address designated by the Administrative Agent, receive and open all mail addressed to such Borrower, and, after removing all Collections, forward the mail to such Borrower, (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; (d) to the extent not inconsistent with the applicable Lockbox Agreement and Blocked Account Agreement, the legality or validity thereof and the amounts to take all action necessary to discharge grant the same Administrative Agent sole access to be determined by Agent in its sole discretionany Lockbox or Blocked Account of such Borrower, and such payments made by Agent to become Obligations, due and payable immediately without demand; (e) contact Account Debtors to sign and endorse pay 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 Collections to the Collateral; and Lockbox, (f) generally upon notice to take the Borrower Representative, to 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 and to enforce any other right in respect of any Note Party under Section 4 Collateral; (g) upon notice to the Borrower the Borrower Representative, to defend any suit, action or Section 5 of this Agreement proceeding brought against such Borrower with respect to any Collateral; (h) upon notice to the Borrower, Representative to settle, compromise or adjust any Security Documentsuch suit, and action or proceeding; (i) to sell, transfer, pledge, or make any agreement with respect to or otherwise deal with any of the Collateral as fully Collateral; and completely as though Agent were the absolute owner thereof for all purposes, and (j) to do, at the Administrative Agent’s 's option and Note Parties’ the Borrowers' expense, at any time time, or from time to time, all acts and things that which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral. Each Note Party Borrower hereby ratifies and approves all acts that said attorney shall lawfully do or cause to be done by virtue hereof. This power 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 shall be irrevocable. The expenses of the Administrative Agent incurred in fullconnection with such the exercise of such power of attorney, in cashtogether with interest thereon at a the rate then applicable hereunder to Alternate Base Rate Advances, of all Obligations (other than contingent indemnification obligations shall be payable by the Borrowers to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Administrative Agent on demand.

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and appoints the Collateral Agent 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, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that the Collateral Agent reasonably 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 acquaintance and receipts rxxxipts 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 Payor 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 cost reports (final or interim) or take any action or institute any proceedings that the Collateral Agent or the Required Lenders 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 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 the Collateral Agent as each Note Party’s Borrower's attorney and the Collateral Agent’s '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 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 of the Obligations." (bb) subsection 8.6(B) of the Original Loan and Security Agreement is amended and restated in its entirety as follows: "It is expressly agreed by each Loan Party that, anything herein to the contrary notwithstanding, each Loan Party shall remain liable in respect of the Collateral and all other than contingent indemnification agreements to which it is a party or by which it is bound relating to the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Neither any Agent nor any Lender shall have any obligation or liability under any Contract by reason of or arising out of this Agreement or the extent no claims giving rise thereto granting herein of a Lien thereon or the receipt by any Agent or any Lender of any payment relating to any Contract pursuant hereto. Neither any Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of each Loan Party in respect of the Collateral, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party in respect of the Collateral, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been asserted by the Person assigned to it or to which it may be entitled thereto)at any time or times."

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and appoints Agent 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 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 forsue xxx, recover, compound, receive and give acquittance and receipts receipt 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 Party’s Borrower's attorney and Agent’s '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 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 Borrower hereby constitutes and appoints Agent 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 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 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 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 Borrower's attorney and Agent’s '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 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 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 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 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 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 Borrower 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 PartyBorrower’s attorney and 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 termination of the extent no claims giving rise thereto have been asserted by the Person entitled thereto)Revolving Loan Commitment.

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 Without limiting the provisions of Section 2.8(C) above, each Borrower, on behalf of itself and each Guarantor, hereby irrevocably makes, constitutes and appoints each of the officers of Agent as such Note Party’s or its representatives the true and lawful attorney and attorney-in-fact for such Borrower or Guarantor, as the case may be, (without requiring any of them to act as such) with full authority in the place and stead power of such Note Party and in the name of such Note Party, Agent or otherwise, substitution 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 acquaintance 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 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 . This power 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 coupled with an interest and are is irrevocable until payment in full, in cash, full and complete performance of all of the 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 this Agreement.

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and appoints Agent Lender as such Note Party’s attorneyBorrower's attomey-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 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) 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 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 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 Lender as each Note Party’s attorney Borrower's attomey 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 Obligor hereby constitutes and appoints Agent as such Note PartyObligor’s attorney-in-fact with full authority in the place and stead of such Note Party Obligor and in the name of such Note PartyObligor, 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 PartyObligor’s attorney and 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 termination of the extent no claims giving rise thereto have been asserted by 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 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 's attorney and Agent’s '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 Borrower hereby constitutes and appoints Agent 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 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 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 Borrower 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 Party’s Borrower's attorney and Agent’s '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 termination of the extent no claims giving rise thereto have been asserted by the Person entitled thereto).Revolving Loan Commitment. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Appointment of Attorney-in-Fact. Each Note Party Borrower hereby constitutes and appoints the Collateral Agent 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, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s 's discretion while an Event of Default is continuing to take any action and to execute any instrument that the Collateral Agent reasonably may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sxx sue for, recover, compound, receive recxxxe and give acquittance acquaintance 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 Payor 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 cl aims or cost reports (final or interim) or take any action or institute any proceedings that the Collateral Agent or the Required Lenders 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 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 the Collateral Agent as each Note Party’s Borrower's attorney and the Collateral Agent’s '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 Borrower hereby constitutes and ------------------------------- appoints each of Agent, Funding Agent and Collateral Agent 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, Funding Agent, Collateral Agent or otherwise, from time to time in Agent’s 's discretion or, with the consent of Agent, Funding Agent's or Collateral Agent's discretion, while an Event of Default is continuing to take any action and to execute any instrument that Agent, Funding Agent or Collateral Agent, as applicable, 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 or, with the prior consent of Agent, Funding Agent, 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 Agent, Funding Agent, 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 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 each of Agent, Funding Agent as and Collateral Agent, each Note Party’s attorney Borrower's attorney, and each of Agent’s 's, Funding Agents's and Collateral Agent's rights and powers powers, are coupled with an interest and are irrevocable until indefeasible 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 and during -------------------------------- the continuance of an Event of Default, 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 Party, Agent or otherwiseBorrower, 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: : (ai) to ask, demand, collect, sxx xxx for, recover, compound, receive and give acquittance acceptance and receipts for moneys due and to become due under or in respect of any of the Collateral; ; (bii) to enforce adjust, settle or compromise the obligations amount or payment of any Account Debtor Account, or release wholly or partly any customer or obligor thereunder or allow any credit or discount thereon; (iii) to receive, endorse, and collect any drafts or other Person obligated on the Collateral instruments, documents and enforce the rights of any Note Party chattel paper, in connection with respect to such obligations and to any property that secures such obligationsclause (a) above; and (civ) 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 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 Lender as each Note Party’s Borrower's attorney and Agent’s rights and powers are is coupled with an interest and are is 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 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 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) 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 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 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 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 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 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 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) 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 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 prepare, file and sign such Borrower's name on any act required proof of claim in bankruptcy, cost report (final or interim) or other similar document against a Payor; and (g) notify the postal authorities of any Note Party under Section 4 or Section 5 change of this Agreement or any Security Document, and to sell, transfer, pledge, make any agreement the address for delivery of such Borrower's mail 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 purposesAccounts to an address designated by Lender, and open and dispose of all mail with respect to do, at Agent’s option and Note Parties’ expense, at any time or from time Accounts addressed 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 8.4such Borrower. 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.