Common use of Attorneys-in-Fact Clause in Contracts

Attorneys-in-Fact. Each Company hereby authorizes and empowers the Administrative Agent, at the election of the Administrative Agent and in the name of either the Administrative Agent, for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, or in the name of each such Company as is owed Subordinated Indebtedness, upon the occurrence and during the continuance of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s and the Lenders’ interests in the Subordinated Indebtedness and the right of the Administrative Agent and the Lenders of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney.

Attorneys-in-Fact. Each Company hereby authorizes and empowers the Administrative Agent, at the election of the Administrative Agent and in the name of either the Administrative Agent, for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, or in the name of each such Company as is owed Subordinated Indebtedness, upon the occurrence and during the continuance of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s and the Lenders’ interests in the Subordinated Indebtedness and the right of the Administrative Agent and the Lenders of enforcement thereof, and to that end each of the Companies Company hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement Agreement, and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney. Each Company acknowledges and agrees that (a) the power of attorney herein granted shall in no way be construed as to benefit such Company; (b) the Administrative Agent herein granted this power of attorney shall have no duty to exercise any powers granted hereunder for the benefit of such Company; and (c) the Administrative Agent herein granted this power of attorney shall, to the extent exercisable, exercise any and all powers granted hereunder for the benefit of the Administrative Agent and the Lenders. The Administrative Agent hereby accepts this power of attorney and all powers granted hereunder for the benefit of the Administrative Agent and the Lenders.

Attorneys-in-Fact. Each Company hereby authorizes and empowers the Administrative Paying Agent, at the election of the Administrative Paying Agent and in the name of either the Administrative Paying Agent, for the benefit of the Administrative Paying Agent and the Lenders as their respective interests may appear, or in the name of each such Company as is owed Subordinated Indebtedness, upon the occurrence and during the continuance of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Paying Agent may deem advisable to completely protect the Administrative Paying Agent’s and the Lenders’ interests in the Subordinated Indebtedness and the right of the Administrative Paying Agent and the Lenders of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Paying Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Paying Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative Paying Agent, its officers, employees or agents pursuant to the foregoing power of attorney.

Attorneys-in-Fact. Each Company of the Companies hereby authorizes and empowers the Administrative Agent, at the its election of the Administrative Agent and in the name of either the Administrative Agentitself, for the benefit of the Administrative Agent and the Lenders Banks as their respective interests may appear, or in the name of each such Company as is owed Subordinated Intercompany Indebtedness, upon the occurrence and during the continuance of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s and the LendersBanks’ interests in the Subordinated Intercompany Indebtedness and the their right of the Administrative Agent and the Lenders of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, Company and with full power for such Company, Company and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, confirms and agrees to ratify and confirm, confirm all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney.

Attorneys-in-Fact. Each Company hereby authorizes and empowers the Administrative Agent, at the election of the Administrative Agent and in the name of either the Administrative Agent, for the benefit of the Administrative Agent and the Lenders Secured Parties as their respective interests may appear, or in the name of each such Company as is owed Subordinated Indebtedness, upon the occurrence and during the continuance of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Subordinated Indebtedness and the right of the Administrative Agent and the Lenders Secured Parties of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for solely to the purpose of carrying extent required to carry out the provisions of this Agreement and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney.

Attorneys-in-Fact. Each Company hereby authorizes and empowers the Administrative AgentPrudential, at the election of the Administrative Agent Prudential and in the name of either the Administrative AgentPrudential, for the benefit of the Administrative Agent Prudential and the Lenders Purchasers as their respective interests may appear, or in the name of each such Company as is owed Subordinated Indebtedness, upon the occurrence and during the continuance of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent Prudential may deem advisable to completely protect the Administrative AgentPrudential’s and the LendersPurchasers’ interests in the Subordinated Indebtedness and the right of the Administrative Agent Prudential and the Lenders Purchasers of enforcement thereof, and to that end each of the Companies Company hereby irrevocably makes, constitutes and appoints the Administrative AgentPrudential, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement Agreement, and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent Prudential may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative AgentPrudential, its officers, employees or agents pursuant to the foregoing power of attorney.. Each Company acknowledges and agrees that (a) the power of attorney herein granted shall in no way be construed as to benefit such Company; (b)

Attorneys-in-Fact. Each Company hereby authorizes and empowers the Administrative Agent, at the its election of the Administrative Agent and in the name of either the Administrative Agent, for the benefit of the Administrative Agent and the Lenders as their respective interests may appearitself, or in the name of each such Company as is owed Subordinated Indebtedness, upon after the occurrence and during the continuance of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable in good faith to completely protect enforce the Administrative Agent’s 's and the Lenders’ Banks' interests in relating to the Subordinated Indebtedness Debt created hereunder and the their right of the Administrative Agent and the Lenders of enforcement thereofthereof as set forth herein, and to that end each of the Companies hereby irrevocably makesmake, constitutes constitute and appoints appoint the Administrative Agent, its officers, employees and agentsAgents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, Company and with full power for such Company, Company and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent may deem necessary or advisable in good faith to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, confirms and agrees to ratify and confirm, confirm all action taken by the Administrative Agent, its officers, employees or agents pursuant to and in accordance with the foregoing power of attorney.

Attorneys-in-Fact. Each Company of the Companies hereby authorizes and empowers the Administrative Agent, at the its election of the Administrative Agent and in the name of either the Administrative Agentitself, for the benefit of the 204504243 Administrative Agent and the Lenders as their respective interests may appear, or in the name of each such Company as is owed Subordinated Intercompany Indebtedness, upon after the occurrence and during the continuance continuation of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s 's and the Lenders’ ' interests in the Subordinated Intercompany Indebtedness and the their right of the Administrative Agent and the Lenders of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement Agreement, and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney.

Attorneys-in-Fact. Each of the Companies agrees to execute, deliver and file any proofs of claim in respect to Intercompany Indebtedness owed to such Company in the event of a bankruptcy or similar proceeding with respect to the Company owing such Intercompany Indebtedness as may be requested by the Administration Agent and hereby authorizes and empowers the Administrative Agent, at the its election of the Administrative Agent and in the name of either the Administrative Agentitself, for the benefit of the Administrative Agent Agent, the Lenders and the Lenders other Secured Parties as their respective interests may appear, or in the name of each such Company as is owed Subordinated Intercompany Indebtedness, upon the occurrence and during the continuance of an Event of Default, to execute and file proofs and documents if such Company shall fail to do so 10 days before the expiration of time to file such proof of claim or documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s ’s, the Lenders’ and the Lendersother Secured Parties’ interests in the Subordinated Intercompany Indebtedness and the their right of the Administrative Agent and the Lenders of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement Agreement, and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney. Notwithstanding the foregoing, the power of attorney set forth in this Section 21 may only be exercised during the existence of an Event of Default.

Attorneys-in-Fact. Each Company hereby authorizes and empowers the Administrative AgentLender, at the its election of the Administrative Agent and in the name of either the Administrative Agent, for the benefit of the Administrative Agent and the Lenders as their respective interests may appearitself, or in the name of each such Company as is owed Subordinated Indebtedness, upon after the occurrence and during the continuance of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent Lender may deem advisable in good faith to completely protect enforce the Administrative Agent’s and the Lenders’ Lender's interests in relating to the Subordinated Indebtedness Debt created hereunder and the their right of the Administrative Agent and the Lenders of enforcement thereofthereof as set forth herein, and to that end each of the Companies hereby irrevocably makesmake, constitutes constitute and appoints appoint the Administrative AgentLender, its officers, employees and agentsLenders, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, Company and with full power for such Company, Company and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent Lender may deem necessary or advisable in good faith to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, confirms and agrees to ratify and confirm, confirm all action taken by the Administrative AgentLender, its officers, employees or agents pursuant to and in accordance with the foregoing power of attorney.

Attorneys-in-Fact. Each Company of the Companies hereby authorizes and empowers the Administrative Agent, at the its election of the Administrative Agent and in the name of either the Administrative Agentitself, for the benefit of the - 5 - 204504243 Administrative Agent and the Lenders as their respective interests may appear, or in the name of each such Company as is owed Subordinated Intercompany Indebtedness, upon after the occurrence and during the continuance continuation of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s 's and the Lenders’ ' interests in the Subordinated Intercompany Indebtedness and the their right of the Administrative Agent and the Lenders of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement Agreement, and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney. 19.

Attorneys-in-Fact. Each The Parent and the Company each hereby authorizes authorize and empowers empower the Administrative Agent, at the its election of the Administrative Agent and in the name of either the Administrative Agent, for the benefit of the Administrative Agent and the Lenders as their respective interests may appearitself, or in the name of each such the Parent and the Company as is owed Subordinated Indebtedness, upon the occurrence and during the continuance of after an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s and enforce the Lenders’ ' interests in relating to the Subordinated Indebtedness Intercompany Debt created hereunder and the their right of the Administrative Agent and the Lenders of enforcement thereofthereof as set forth herein, and to that end the Parent and the Company each of the Companies hereby irrevocably makesmake, constitutes constitute and appoints appoint the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, the Parent and the Company and with full power for such Company, the Parent and the Company and in the name, place and stead of such the Parent and the Company for the purpose of carrying out the provisions of this Agreement and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each The Parent and the Company each hereby ratifies and confirms, confirms and agrees to ratify and confirm, confirm all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney.

Attorneys-in-Fact. Each Company hereby authorizes and empowers the Administrative Agent, at the election of the Administrative Agent and in the name of either the Administrative Agent, for the benefit of the Administrative Agent and the Lenders other Secured Parties as their respective interests may appear, or in the name of each such Company as is owed Subordinated Indebtedness, upon the occurrence and during the continuance of an Event of Default, to execute and file proofs and documents and take any other action the Administrative Agent may deem Exhibits 104 advisable to completely protect the Administrative Agent’s and the Lendersother Secured Parties’ interests in the Subordinated Indebtedness and the right of the Administrative Agent and the Lenders other Secured Parties of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement and upon the occurrence and during the continuance of an Event of Default, taking any action and executing, delivering, filing and recording any instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney.