Common use of GENERAL APPOINTMENT AS ATTORNEY-IN-FACT Clause in Contracts

GENERAL APPOINTMENT AS ATTORNEY-IN-FACT. The Company hereby irrevocably constitutes and appoints the Bank and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Company and in the name of the Company or in its own name, from time to time following the occurrence of an Event of Default and for such time as such Event of Default is continuing, in the Bank's reasonable discretion, for the purpose of carrying out the terms of this Agreement, without notice (except as specifically provided herein) to or assent by the Company, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to effect the terms of this Agreement, including, without limiting the generality of the foregoing, the power and right, on behalf of the Company, to do the following, upon notice to the Company: (a) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance, called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and otherwise to itself perform or comply with, or otherwise cause performance or compliance with, any of the covenants or other agreements of the Company contained in this Agreement which the Company has failed to perform or with which the Company has not complied, (b) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of component jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (c) to defend any suit, action or proceeding brought against the Company with respect to any Collateral; (d) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank may deem appropriate; (e) to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Bank were the absolute owner thereof for all purposes; and (f) to do, at the Bank's option and the Company's expense, at any time, or from time to time, all acts and things which the Bank deems necessary, to protect, preserve or realize upon the Collateral and the Bank's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Company might do. This power of attorney is a power coupled with an interest and shall be irrevocable.

GENERAL APPOINTMENT AS ATTORNEY-IN-FACT. The Company hereby irrevocably constitutes and appoints the Bank SNPE and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Company and in the name of the Company or in its own name, from time to time following the occurrence of an Event of Default and for such time as such Event of Default is continuing, in the BankSNPE's reasonable discretion, for the purpose of carrying out the terms of this Agreement, without notice (except as specifically provided herein) to or assent by the Company, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to effect the terms of this Agreement, including, without limiting the generality of the foregoing, the power and right, on behalf of the Company, to do the following, upon notice to the Company: (a) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance, called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and otherwise to itself perform or comply with, or otherwise cause performance or compliance with, any of the covenants or other agreements of the Company contained in this Agreement which the Company has failed to perform or with which the Company has not complied, (b) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of component jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (c) to defend any suit, action or proceeding brought against the Company with respect to any Collateral; (d) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank may deem appropriate; (e) to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Bank were the absolute owner thereof for all purposes; and (f) to do, at the BankSNPE's option and the Company's expense, at any time, or from time to time, all acts and things which the Bank SNPE deems necessary, to protect, preserve or realize upon the Collateral and the Bank's security interest thereinCollateral, in order to effect the intent of this Agreement, all as fully and effectively as the Company might do, subject, in each case, to any prior rights of holders of Permitted Liens. This power of attorney is a power coupled with an interest and shall be irrevocable.

GENERAL APPOINTMENT AS ATTORNEY-IN-FACT. The Company In addition to any other provisions of this Mortgage, upon the occurrence and during the continuation of an Event of Default, the Mortgagor hereby irrevocably constitutes and appoints the Bank Mortgagee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Company Mortgagor and in the name of the Company Mortgagor or in its own name, from time to time following the occurrence and during the continuance of an Event of Default and for such time as such Event of Default is continuingDefault, in the Bank's reasonable Mortgagee’s discretion, for the purpose of carrying out the terms of this AgreementMortgage, without notice (except as specifically provided herein) to or assent by the CompanyMortgagor, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to effect accomplish the terms purposes of this AgreementMortgage, including, without limiting the generality of the foregoing, the power and right, on behalf of the CompanyMortgagor, to do the following, upon notice to the CompanyMortgagor: (a) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance, called for by the terms of this Agreement Mortgage and to pay all or any part of the premiums therefor and the costs thereof, and otherwise to itself perform or comply with, or otherwise cause performance or compliance with, any of the covenants or other agreements of the Company Mortgagor contained in this Agreement Mortgage which the Company Mortgagor has failed to perform or with which the Company Mortgagor has not complied, ; (b) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of component competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (c) to defend any suit, action or proceeding brought against the Company Mortgagor with respect to any Collateral; (d) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank Mortgagee may deem appropriate; and (e) to generally sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Bank through Mortgagee were the absolute owner thereof for all purposes; and (f) to do, at the Bank's Mortgagee’s option and the Company's Mortgagor’s expense, at any time, or from time to time, all acts and things which the Bank Mortgagee deems necessary, necessary to protect, preserve or realize upon the Collateral and the Bank's Mortgagee’s security interest therein, in order to effect the intent of this AgreementMortgage, all as fully and effectively as the Company Mortgagor might do. The Mortgagor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

GENERAL APPOINTMENT AS ATTORNEY-IN-FACT. The Company In addition to any other provisions of this Security Agreement, upon the occurrence and during the continuation of an Event of Default, each Debtor hereby irrevocably constitutes and appoints the Bank Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Company such Debtor and in the name of the Company such Debtor or in its own name, from time to time following the occurrence and during the continuance of an Event of Default and for such time as such Event of Default is continuingDefault, in the Bank's reasonable Secured Party’s discretion, for the purpose of carrying out the terms of this Security Agreement, without notice (except as specifically provided herein) to or assent by the Companysuch Debtor, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to effect accomplish the terms purposes of this Security Agreement, including, without limiting the generality of the foregoing, the power and right, on behalf of the Companysuch Debtor, to do the following, upon notice to the Companysuch Debtor: (a) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the CollateralCollateral (other than any taxes not required to be discharged pursuant to the Credit Agreement or liens, security interests or other encumbrances permitted under the Credit Agreement), to effect any repairs or any insurance, called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, and otherwise to itself perform or comply with, or otherwise cause performance or compliance with, any of the covenants or other agreements of the Company such Debtor contained in this Security Agreement which the Company such Debtor has failed to perform or with which the Company such Debtor has not complied, ; (b) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of component competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (c) to defend any suit, action or proceeding brought against the Company such Debtor with respect to any Collateral; (d) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank Secured Party may deem appropriate; (e) to generally sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Bank Secured Party were the absolute owner thereof for all purposes; and (f) endorse such Debtor’s name on all applications, documents, papers and instruments necessary or desirable for the Secured Party in the use of the Proprietary Collateral; and (g) grant or issue any exclusive or non-exclusive license under the Proprietary Collateral to anyone, and to do, at the Bank's Secured Party’s option and the Company's such Debtor’s expense, at any time, or from time to time, all acts and things which the Bank Secured Party deems necessary, necessary to protect, preserve or realize upon the Collateral and the Bank's Secured Party’s security interest therein, in order to effect the intent of this Security Agreement, all as fully and effectively as the Company such Debtor might do. Each Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.