Common use of Administrative Agent Appointed Attorney-in-Fact Clause in Contracts

Administrative Agent Appointed Attorney-in-Fact. The Grantor hereby irrevocably appoints the Administrative Agent the Grantor's attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Administrative Agent's discretion, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.8). The Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Grantor ----------------------------------------------- hereby irrevocably appoints the Administrative Agent the as Grantor's attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Administrative Agent's discretion, following after the occurrence and continuation of a Loan Event of Default (subject to Section 6.2 of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, Loan Agreement) to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above;; ---------- (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.84.1.3). The ------------- Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.. Security Agreement

Administrative Agent Appointed Attorney-in-Fact. The Grantor Pledgor hereby irrevocably appoints the Administrative Agent as the GrantorPledgor's attorney-in-fact, with full authority and in the name, place and stead of the Grantor and Pledgor or in the name of the Grantor or otherwiseits own name, from time to time in the Administrative Agent's discretion, following upon the occurrence and continuation during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an any Event of Default, to, without further order of or application to the Bankruptcy Court, take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Pledge Agreement, including: (a) to ask, demand, collect, xxx forsue xxr, recover, compromise, compromise and receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, endorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above;; and (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.8). The Grantor Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Grantor Borrower hereby irrevocably appoints the Administrative Agent (for the Grantorbenefit of the Secured Parties) as Borrower's attorney-in-fact, with full authority in the place and stead of the Grantor Borrower and in the name of the Grantor Borrower or otherwise, from time to time in the Administrative Agent's discretion, following after the occurrence and during the continuation of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Significant Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreementthe Transaction Documents, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent (for the benefit of the Secured Parties) with respect to any of the Collateral; (d) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions hereunder; and (de) to perform the affirmative obligations of Borrower under the Grantor hereunder (including all obligations Transaction Documents. The Administrative Agent agrees to give Borrower, Servicer and the Co-Agents prior written notice of the Grantor pursuant taking of any such action, but the failure to Section 4.8)give such notice shall not affect the rights, power or authority of the Administrative Agent with respect thereto. The Grantor Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.2 is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Grantor Pledgor hereby irrevocably appoints the Administrative Agent as Pledgor’s attorney in fact, effective upon the Grantor's attorney-in-factoccurrence and during the continuance of an Event of Default (unless waived by the Lenders in accordance with the terms of the Credit Agreement), with full authority in the place and stead of the Grantor Pledgor and in the name of Pledgor, the Grantor Administrative Agent or otherwise, from time to time in the Administrative Agent's ’s discretion, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (b) to receive, endorse, endorse and collect any drafts or other instruments, documents and chattel paper, paper in connection with clause subsection (a) above;; and (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable (or which the Majority Lenders may direct) for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Lenders, the Issuing Bank and the Administrative Agent with respect to any of the Pledged Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.8). The Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Grantor Each Lender hereby irrevocably authorizes, constitutes and appoints the Administrative Agent the Grantor's as its true and lawful attorney-in-fact, with full authority power and authority, in the place and stead of the Grantor such Lender and in the name of the Grantor such Lender or otherwise, from time to time in the Administrative Agent's discretion, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable in connection with any Loan Document (but subject to accomplish the purposes terms of this such Loan Document), including any Security AgreementAgreement or the security interests created and the collateral pledged thereunder, includingincluding without limitation: (a) to askexecute and deliver for and on its behalf any Loan Documents or other agreements, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and instruments any notices related thereto or to become due under or in respect of any of the Collateralsecurity interests created thereunder; (b) to receive, endorse, execute and collect deliver any drafts other agreements or other instruments, documents and chattel paper, in connection with clause (a) above;instruments relating to any Loan Documents that are required to be delivered on the Restatement Date; and (c) to file any claims or take any action or institute any proceedings and all other actions and measures on behalf of such Lender which the Administrative Agent may deem deems necessary or desirable for appropriate in connection with this Agreement, the collection of any of Security Agreement, the Collateral or otherwise collateral pledged under such Security Agreement, and the other Loan Documents, in each case in order to enforce consummate the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.8)transactions contemplated hereby and thereby in such manner as described therein. The Grantor Each Lender hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 10.2 is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Each Grantor hereby irrevocably appoints the Administrative Agent the as such Grantor's attorney-in-fact, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from time to time in the Administrative Agent's discretion, following upon the occurrence and continuation during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including: (a) to ask, demand, collect, xxx forsue xxx, recover, compromise, compromise and receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, endorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the such Grantor hereunder (including all obligations of the such Grantor pursuant to Section 4.84.6). The Such Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Grantor Pledgor hereby irrevocably appoints the Administrative Agent the GrantorPledgor's attorney-in-fact, with full authority in the place and stead of the Grantor Pledgor and in the name of the Grantor Pledgor or otherwise, from time to time in the Administrative Agent's discretion, following the occurrence and during the continuation of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an any Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Pledge Agreement, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause ------ (a) above;; --- (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Pledged Collateral; andprovided that, with respect -------- to this clause (c), such rights shall be exercised in accordance with ---------- Section 6.1; and ----------- (d) to perform the affirmative obligations Obligations of the Grantor Pledgor hereunder (including all obligations of the Grantor pursuant to Section 4.8)or under any other Loan Document. The Grantor Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Grantor Each Gran- tor hereby irrevocably appoints the Administrative Agent the Grantor's attorney-in-fact, with full authority in fact of such Grantor for the place purpose of carrying out the provisions of this Agreement and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Administrative Agent's discretion, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take taking any action and to execute executing any instrument which instru- ment that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of this Security Agreementan Event of Default, including: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.8). The Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section appointment is irrevocable and coupled with an interest.. Without limiting the generality of the foregoing, the Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Administrative Agent to the applicable Grantor of the Admin- istrative Agent’s intent to exercise such rights, with full power of substitution either in the Ad- ministrative Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of pay- ment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any -23-

Administrative Agent Appointed Attorney-in-Fact. The Grantor hereby irrevocably appoints the Administrative Agent the Grantor's attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Administrative Agent's discretion, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instrumentsInstruments, documents Documents and chattel paperChattel Paper, in connection with clause CLAUSE (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.8). The Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.SECTION

Administrative Agent Appointed Attorney-in-Fact. The Grantor hereby irrevocably appoints the Administrative Agent the Grantor's attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Administrative Agent's discretion, following the occurrence and continuation during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take any action (including any action under any Assigned Agreement that the Grantor is entitled to take) and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Assignment Agreement, including, without limitation: (a) after the occurrence and continuance of an Event of Default, to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of connection with the Collateral; (b) to receive, endorseindorse, and collect any drafts or other instruments, documents and chattel paper, paper in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem to be necessary or desirable for the collection of any thereof or to enforce compliance with the terms and conditions of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the CollateralAssigned Agreements; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.8). The Grantor hereby acknowledges, consents 4.1.1 and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.Section

Administrative Agent Appointed Attorney-in-Fact. The Each Grantor hereby irrevocably appoints the Administrative Agent the as such Grantor's ’s attorney-in-fact, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from time to time in the Administrative Agent's ’s discretion, following upon the occurrence and continuation during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (a) to ask, demand, collect, xxx sxx for, recover, compromise, compromise and receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, endorse and collect any drafts or other instrumentsInstruments, documents Documents and chattel paperChattel Paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the such Grantor hereunder (including all obligations of the such Grantor pursuant to Section 4.84.6). The Such Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Each ----------------------------------------------- Grantor hereby irrevocably appoints the Administrative Agent the such Grantor's attorney-in-fact, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from time to time in the Administrative Agent's discretion, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.9 of the Credit Term Loan Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above;; ---------- (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the such Grantor hereunder (including all obligations of the such Grantor pursuant to Section 4.84.7). The ----------- Such Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Grantor Each Pledgor hereby irrevocably appoints the Administrative Agent the Grantor's to be such Pledgor’s attorney-in-fact, with full authority in the place and stead of the Grantor such Pledgor and in the name of the Grantor such Pledgor or otherwise, from time to time in the Administrative Agent's discretion, following ’s discretion after the occurrence and continuation during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including: (a) after the occurrence and during the continuance of an Event of Default, to ask, ask demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above;; and (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may reasonably deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Pledged Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.8). The Grantor Each Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and 5.1, being coupled with an interest, is irrevocable.

Administrative Agent Appointed Attorney-in-Fact. The Each Grantor hereby irrevocably appoints the Administrative Agent the such Grantor's ’s attorney-in-fact, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from time to time in the Administrative Agent's ’s discretion, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including: (a) to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instrumentsInstruments, documents Documents and chattel paperChattel Paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the such Grantor hereunder (including all obligations of the such Grantor pursuant to Section 4.84.1.7). The Such Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Grantor hereby irrevocably appoints the Administrative Agent the Grantor's attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Administrative Agent's discretion, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause CLAUSE (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.8). The Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.SECTION

Administrative Agent Appointed Attorney-in-Fact. The Grantor hereby irrevocably appoints the Administrative Agent the Grantor's ’s attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Administrative Agent's ’s discretion, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including: (a) to ask, demand, collect, xxx sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instrumentsInstruments, documents Documents and chattel paperChattel Paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.84.1.7). The Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Grantor Pledgor hereby irrevocably appoints the Administrative Agent the GrantorPledgor's attorney-in-fact, with full authority in the place and stead of the Grantor Pledgor and in the name of the Grantor Pledgor or otherwise, from time to time in the Administrative Agent's discretion, following upon the occurrence and continuation continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take any action and to execute any EXHIBIT E TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT AS SEPARATELY EXECUTED instrument which that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (a) to askask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, indorse and collect any drafts or other drafts, instruments, and other documents and chattel paper, in connection with clause Section 10(a) above (aincluding, without limitation, all instruments representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof) above;and give full discharge for the same; and (c) to file any claims or claims, to take any action or to institute any proceedings which that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) Collateral or to perform enforce the affirmative obligations rights of the Grantor hereunder (including all obligations of the Grantor pursuant Administrative Agent with respect to Section 4.8). The Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interestany Collateral.

Administrative Agent Appointed Attorney-in-Fact. The Each Grantor hereby irrevocably appoints the Administrative Agent the as such Grantor's attorney-in-fact, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from time to time in the Administrative Agent's discretion, following upon the occurrence and continuation during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, compromise and receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, endorse and collect any drafts or other instrumentsInstruments, documents Documents and chattel paperChattel Paper, in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the such Grantor hereunder (including all obligations of the such Grantor pursuant to Section 4.84.6). The Such Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

Administrative Agent Appointed Attorney-in-Fact. The Grantor Pledgor hereby irrevocably appoints the Administrative Agent as the Grantor's Pledgor’s attorney-in-fact, with full authority in the place and stead of the Grantor Pledgor and in the name of the Grantor Pledgor or otherwise, from time to time in the Administrative Agent's ’s discretion, following the occurrence and continuation of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Security Pledge Agreement, including:, without limitation, (a) after the occurrence and during the continuance of a Default of the nature referred to in Section 8.01(f) or (g) of the Credit Agreement or an Event of Default, to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the CollateralCollateral (other than amounts permitted to be paid pursuant to Section 7.06(b) of the Credit Agreement); (b) after the occurrence and during the continuance of a Default of the nature referred to in Section 8.01(f) or (g) of the Credit Agreement or an Event of Default, to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above;; and (c) to file any claims or take any action or institute any proceedings which the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral; and (d) to perform the affirmative obligations of the Grantor hereunder (including all obligations of the Grantor pursuant to Section 4.8). The Grantor Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.