Common use of Attorneys-in-Fact Clause in Contracts

Attorneys-in-Fact. Each Company hereby authorizes and empowers the Agent, at its election and in the name of either itself, or in the name of each Company after an Event of Default, to execute and file proofs and documents and take any other action the Agent may deem advisable to enforce the Guaranteed Creditors' interests relating to the Intercompany Debt created hereunder and their right of enforcement thereof as set forth herein, and to that end the Companies hereby irrevocably make, constitute and appoint the 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 taking any action and executing, delivering, filing and recording any instruments which the 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 irrevocable. Each Company hereby ratifies and confirms and agrees to ratify and confirm all action taken by the Agent, its officers, employees or agents pursuant to the foregoing power of attorney.

Attorneys-in-Fact. Each Company of the Loan Parties hereby authorizes and empowers the Administrative Agent, at its election at any time after the occurrence and continuance of an Event of Default and the acceleration of the Senior Debt and in the name of either itself, for the benefit of the Administrative Agent and the Banks as their respective interests may appear, or in the name of each Company after an Event of Defaultsuch Loan Party as is owed Intercompany Indebtedness, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to enforce completely protect the Guaranteed CreditorsAdministrative Agent's and the Banks' interests relating to in the Intercompany Debt created hereunder Indebtedness and their right of enforcement thereof as set forth hereinthereof, and to that end each of the Companies Loan Parties hereby irrevocably makemakes, constitute constitutes and appoint 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 Loan Party, and with full power for such Company Loan Party, and in the name, place and stead of such Company Loan Party for the purpose of carrying out the provisions of this Agreement Agreement, and 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 Loan Party 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 its election and in the name of either itself, or in the name of each Company after an Event of DefaultCompany, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to enforce the Guaranteed CreditorsBanks' interests relating to the Intercompany Subordinated Debt created hereunder and their right of enforcement thereof as set forth herein, and to that end the Companies hereby irrevocably make, constitute and 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 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 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 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 of the Companies hereby authorizes and empowers the Agent, at its election and in the name of either itself, for the benefit of the Secured Parties as their respective interests may appear, or in the name of each such Company after an Event of Defaultas is owed Intercompany Indebtedness, to execute and file proofs and documents and take any other action the Agent may deem advisable reasonably necessary to enforce protect the Guaranteed CreditorsSecured Parties' interests relating to in the Intercompany Debt created hereunder Indebtedness and their right of enforcement thereof as set forth hereinthereof, and to that end each of the Companies hereby irrevocably makemakes, constitute constitutes and appoint appoints the 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 Agreement, and taking any action and executing, delivering, filing and recording any instruments which the Agent may deem reasonably 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 actions taken by the Agent, Agent or any of 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 its election and in the name of either itself, 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 Intercompany Indebtedness, after the occurrence and during the 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 enforce completely protect the Guaranteed CreditorsAdministrative Agent's and the Lenders' interests relating to in the Intercompany Debt created hereunder Indebtedness and their right of enforcement thereof as set forth hereinthereof, and to that end each of the Companies hereby irrevocably makemakes, constitute constitutes and appoint 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 Agreement, and 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 ----------------- Agent, at its election and in the name of either itself, or in the name of each Company after an Event of DefaultCompany, to execute and file proofs and documents and take any other action the Agent may deem advisable to enforce the Guaranteed CreditorsBanks' interests relating to the Intercompany Subordinated Debt created hereunder and their right of enforcement thereof as set forth herein, and to that end the Companies hereby irrevocably make, constitute and appoint the 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 taking any action and executing, delivering, filing and recording any instruments which the 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 irrevocable. Each Company hereby ratifies and confirms and agrees to ratify and confirm all action taken by the Agent, its officers, employees or agents pursuant to the foregoing power of attorney.