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 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.

GENERAL APPOINTMENT AS ATTORNEY-IN-FACT. The Company In addition to the provisions of Sections 9.5 of this Agreement, each of the Borrowers hereby irrevocably constitutes and appoints the Bank Administrative Agent and any officer or agent Administrative 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 Borrower and in the name of the Company such Borrower or in its own name, from time to time following the occurrence of an Event of Default and for such time as such Event which is continuing (unless waived in accordance with Section 14.1 of Default is continuingthis Agreement), in the BankAdministrative Agent'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 CompanyBorrowers, to take to the extent permitted by law 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 Agreement, including, without limiting the generality of the foregoing, the power and right, on behalf of the Companysuch Borrower, 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 such Borrower contained in this Agreement which the Company such Borrower has failed to perform or with which the Company such Borrower has not complied, ; (b) upon notice to such Borrower, 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) upon notice to such Borrower, to defend any suit, action or proceeding brought against the Company such Borrower with respect to any Collateral; (d) upon notice to such Borrower, 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 Administrative Agent may deem appropriate; (e) to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral generally as fully and completely as though the Bank Administrative Agent were the absolute owner thereof for all purposes; and (f) to do, at the BankAdministrative Agent's option and the Companysuch Borrower's expense, at any time, or from time to time, all acts and things which the Bank Administrative Agent reasonably deems necessary, necessary to protect, preserve or realize upon the Collateral and the BankAdministrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Company such Borrower might do. Each of the Borrowers 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. (a) ADMINISTRATIVE AGENT NOT LIABLE. The powers conferred on the Administrative Agent hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or Administrative Agents shall be responsible to the Borrowers for any act or failure to act, except for its own gross negligence or willful misconduct.

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 the provisions of Sections 4.6 and 5.8 of this Agreement, the Borrower hereby irrevocably constitutes and appoints the Bank Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Company Borrower and in the name of the Company Borrower 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(unless waived in writing by the Required Banks pursuant to this Agreement), in the BankAgent'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 CompanyBorrower, 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 Agreement, including, without limiting the generality of the foregoing, the power and right, on behalf of the CompanyBorrower, to do the following, upon notice to the Company: Borrower: (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 Borrower contained in this Agreement which the Company Borrower has failed to perform or with which the Company Borrower 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 Borrower 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 Agent 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 Agent were the absolute owner thereof for all purposes; and (f) to do, at the BankAgent's option and the CompanyBorrower's expense, at any time, or from time to time, all acts and things which the Bank Agent deems necessary, necessary to protect, preserve or realize upon the Collateral and the BankAgent'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.Borrower

GENERAL APPOINTMENT AS ATTORNEY-IN-FACT. The Company In addition to the provisions of Sections 10.16 of this Agreement, the Borrower and each Subsidiary Guarantor hereby irrevocably constitutes constitute and appoints appoint the Bank Administrative Agent and any officer or agent Administrative 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 Borrower and such Subsidiary Guarantor and in the name of the Company Borrower and such Subsidiary Guarantor or in its own name, from time to time following the occurrence of an Event of Default and for such time as such Event which is continuing (unless waived in accordance with Section 15.1 of Default is continuingthis Agreement), in the BankAdministrative Agent'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 CompanyBorrower, to take to the extent permitted by law 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 Agreement, including, without limiting the generality of the foregoing, the power and right, on behalf of the CompanyBorrower and such Subsidiary Guarantor, 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 Borrower and such Subsidiary Guarantor contained in this Agreement which the Company Borrower or such Subsidiary Guarantor has failed to perform or with which the Company Borrower or such Subsidiary Guarantor has not complied, ; (b) upon notice to the Borrower, 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) upon notice to the Borrower, to defend any suit, action or proceeding brought against the Company Borrower or such Subsidiary Guarantor with respect to any Collateral; (d) upon notice to the Borrower, 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 Administrative Agent may deem appropriate; (e) to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral generally as fully and completely as though the Bank Administrative Agent were the absolute owner thereof for all purposes; and (f) to do, at the BankAdministrative Agent's option and the CompanyBorrower's expense, at any time, or from time to time, all acts and things which the Bank Administrative Agent reasonably deems necessary, necessary to protect, preserve or realize upon the Collateral and the BankAdministrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Company Borrower or such Subsidiary Guarantor might do. The Borrower and each Subsidiary Guarantor 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. (a) ADMINISTRATIVE AGENT NOT LIABLE. The powers conferred on the Administrative Agent hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or Administrative Agents shall be responsible to the Borrower for any act or failure to act, except for its own gross negligence or willful misconduct. 114 121