Common use of Administrative Agent’s Appointment as Attorney-in-Fact Clause in Contracts

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor Pledgor and in the name of such Grantor Pledgor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Pledge Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Pledge Agreement, and, without limiting the generality of the foregoing, each Grantor Pledgor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such GrantorPledgor, without notice to or assent by such GrantorPledgor, to do any or all of the following when upon the occurrence and continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (ivii) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Pledge Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (iii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (EB) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor Pledgor with respect to any Collateral, ; (FC) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (HD) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Pledgor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the Secured Parties’ security interests Security Interests therein and to effect the intent of the Loan Documentsthis Pledge Agreement, all as fully and effectively as such Grantor Pledgor might do. (b) If any Grantor Pledgor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, upon prior written notice to the Pledgors, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 11(a). (c) The documented and out-of-pocket expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Pledge Agreement, to the extent the Company would be required to do so pursuant to Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) 13.4 of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor the Pledgors to the Administrative Agent on demand. (d) Each Grantor Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.111(a). All powers, authorizations and agencies contained in this Pledge Agreement are coupled with an interest and are irrevocable until this Pledge Agreement is terminated and the security interests Security Interests created hereby are released. (e) Each Pledgor acknowledges that the rights and responsibilities of the Administrative Agent under this Pledge Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Administrative Agent and the Secured Parties , be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Pledgors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Pledgor shall be under any obligation, or entitlement to make any inquiry respecting such authority.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor The Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor the Pledgor and in the name of such Grantor the Pledgor or in its own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documents, this Agreement and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, the Pledgor without notice to or assent by such Grantor, the Pledgor to do any of the following when an Event of Default shall be continuingfollowing: (i) upon the occurrence and continuation of an Event of Default to ask, demand, collect, receive and give acceptances and receipts for any and all moneys due and to become due with respect to the Collateral and, in the name of such Grantor, in the Pledgor or its own name or otherwise, to take possession of and indorse of, endorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible or with respect to any other the Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible or with respect to any other the Collateral or whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);; and (iviii) executeupon the occurrence and during the continuance of an Event of Default, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) to direct any party liable for any payment under any to the Pledgor with respect to the Collateral to make payment of any and all moneys due or and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect and to receive payment of and receipt for, for any and all moneys, claims and other amounts due or and to become due at any time in respect of or arising out of any Collateral, ; (C) to sign and indorse endorse any invoiceinvoices, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft drafts against debtors, assignmentassignments, verification, notice verifications and other document notices in connection with any accounts and other documents relating to the Collateral, ; (D) to commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect any the Collateral and to enforce any other right in respect of any Collateral, ; (E) to defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor the Pledgor with respect to any Collateral, ; (F) to settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate, ; and (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellto sell, xxxxx x Xxxx ontransfer, pledge, make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and to do, at the Administrative Agent’s option's option and the Pledgor's expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured Parties’ Administrative Agent's security interests therein and interest therein, in order to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor the Pledgor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) . The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. (b) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its interests (for the benefit of the Lenders) 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 agents shall be responsible to the Pledgor or to any other shareholder of Corporation or owner of any ownership interest in Corporation, for any act or failure to act. (c) The Pledgor also authorizes the Administrative Agent, at any time and from time to time, to execute, in connection with the sale provided for in SECTION 10 of this Section 7.1. All powersAgreement, authorizations and agencies contained in this Agreement are coupled any indorsements, assignments or other instruments of conveyance or transfer with an interest and are irrevocable until this Agreement is terminated and respect to the security interests created hereby are releasedCollateral.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (ivii) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (iii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (EB) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (FC) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (HD) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the Secured Parties’ security interests Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent taken pursuant to the date reimbursed by the relevant Grantor, terms of this Agreement shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 2.7 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby Secured Obligations are releasedindefeasibly paid in full.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor Pledgor and in the name of such Grantor Pledgor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Pledge Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Pledge Agreement, and, without limiting the generality of the foregoing, each Grantor Pledgor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such GrantorPledgor, without notice to or assent by such GrantorPledgor, to do any or all of the following when upon the occurrence and continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (ivii) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Pledge Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (iii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (EB) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor Pledgor with respect to any Collateral, ; (FC) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (HD) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Pledgor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured PartiesAdministrative Agent’s and the Lenders’ security interests Security Interests therein and to effect the intent of the Loan Documentsthis Pledge Agreement, all as fully and effectively as such Grantor Pledgor might do. (b) If any Grantor Pledgor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 11(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent taken pursuant to the date reimbursed by the relevant Grantor, terms of this Pledge Agreement shall be payable by such Grantor the Pledgors to the Administrative Agent on demand. (d) Each Grantor Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.111(a). All powers, authorizations and agencies contained in this Pledge Agreement are coupled with an interest and are irrevocable until this Pledge Agreement is terminated and the security interests Security Interests created hereby are released. (e) Each Pledgor acknowledges that the rights and responsibilities of the Administrative Agent under this Pledge Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Pledgors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Pledgor shall be under any obligation, or entitlement to make any inquiry respecting such authority.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person thereofParty thereto, 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan DocumentsDocuments at any time that an Event of Default shall be continuing, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons Parties the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes with respect to any Collateral and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, assign, convey, transfer or xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (bvi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to dodo so, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (cb) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interestsubsection 2.13(d) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (dc) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. Nothing in this Section 7.1 shall relieve such Grantor of any of its obligations under the Credit Agreement, this Agreement or any other Loan Document.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of such Grantor Borrower, as applicable, and in the name of such Grantor Borrower, as applicable, or in its own name, from time to time in Administrative Agent’s discretion, for the purpose of carrying out the terms of the Loan Documents, this Agreement and to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, in each case, subject to the Loan Documentsterms of this Agreement, andand for the avoidance of doubt, without such power is only exercisable following the occurrence and continuance of an Event of Default. Without limiting the generality of the foregoing, each Grantor Borrower hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantoreach Borrower Party, as applicable, without assent by, but with notice to or assent by such Grantorto, to do any of the following when Borrowers, as applicable, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the name of such Grantorthe related Borrower, as applicable, or in its own name name, or otherwise, to take possession of and indorse endorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);; and (iviii) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, including any payment agent with respect to any Collateral; (B) to ask or demand for, and collect and collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) to sign and indorse endorse any invoiceinvoices, freight or express xxxxassignments, xxxx of ladingverifications, storage or warehouse receipt, draft against debtors, assignment, verification, notice notices and other document documents in connection with any Collateral, ; (D) to commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral proceeds thereof and to enforce any other right in respect of any Collateral, ; (E) to defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor a Borrower with respect to any Collateral, ; (F) to settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate, ; and (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellto sell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and to do, at the Administrative Agent’s optionoption and Borrowers’ expense, at any time or time, and from time to time, all acts and things that the which Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured Parties’ security interests therein Administrative Agent’s Liens thereon and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor a Borrower might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) . Each Grantor Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are attorney is a power coupled with an interest and shall be irrevocable. In addition to the foregoing, each Borrower agrees to execute a Power of Attorney to be delivered within five (5) Business Days of the initial Funding Date. Borrowers and Administrative Agent acknowledge that the Powers of Attorney shall terminate on the Facility Termination Date and satisfaction in full of the Secured Obligations. The powers conferred on Administrative Agent under this Section 7(c) and under the Power of Attorney are irrevocable until this Agreement is terminated solely to protect Administrative Agent’s interests in the Financed SF Properties and shall not impose any duty upon it to exercise any such powers and such powers shall only be exercised by Administrative Agent upon the security occurrence and continuance of an Event of Default. Borrowers also authorize Administrative Agent, if an Event of Default shall have occurred and be continuing, from time to time, to execute, in connection with any sale provided for in Section 14 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. The powers conferred on Administrative Agent hereunder are solely to protect Administrative Agent’s interests created hereby are releasedin the Collateral and shall not impose any duty upon it to exercise any such powers. 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 agents shall be responsible to Borrowers for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and during the continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Security Interests of the Secured Parties’ security interests Parties therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) of per annum equal to the Default Rate for Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse endorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s and the other Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse endorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary or desirable to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, exercisable while any Event of Default shall be continuing for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, Agreement shall be payable by such Grantor to in accordance with Section 11.3 of the Administrative Agent on demandCredit Agreement. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iviii) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (iv) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; and (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured PartiesAdministrative Agent’s and the Lenders’ security interests Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor of the Grantors hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute and deliver any document or instrument that and all documents and instruments which may be necessary or and desirable to accomplish the purposes of this Agreement and the Loan Documents, transactions contemplated hereby and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingGrantors to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor, in Grantor or its own name or otherwise, to take possession of and indorse endorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument Instruments for the payment of moneys due under any account or general intangible or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Collateral whenever payable and to file any claim or general intangible or with respect to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against any the Collateral, to effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and to pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or due, and to become due thereunder thereunder, directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect and to receive payment of and receipt for, for any and all moneys, claims and other amounts due or due, and to become due at any time time, in respect of or arising out of any Collateral, ; (C) to sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verification, notice verifications and other document notices in connection with accounts and other documents constituting or relating to any of the Collateral, ; (D) to commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral part thereof and to enforce any other right in respect of any Collateral, ; (E) to defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) to settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign to license or, to the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors Trademark, throughout the world for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generallygenerally to sell, Selltransfer, xxxxx x Xxxx onpledge, make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and to do, at the Administrative Agent’s option's option and the Grantors' expense, at any time time, or from time to time, all acts and things that which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon any the Collateral and the Secured Parties’ Administrative Agent's liens and security interests therein and in order to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken agrees that, except as otherwise provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, it will forbear from exercising the date power of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor attorney or any rights granted to the Administrative Agent on demandpursuant to this subsection 3.8 except upon the occurrence and during the continuation of an Event of Default and after compliance with subsection 3. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to to, upon the occurrence and during the continuance of an Event of Default, take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall have occurred and be continuing: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible that is Collateral or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible that is Collateral or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsGrantors (to the extent not constituting Excluded Assets), execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles that are Collateral of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale Sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask for or demand fordemand, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes that are related to Collateral and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors (to the extent not constituting Excluded Assets) throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determinedetermine (except, with respect to Trademarks, subject to reasonable quality control in favor of such Grantor), including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained hereinherein during the existence of an Event of Default, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The reasonable, documented and out-of-pocket expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on written demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of in accordance with this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are releasedreleased or until revoked by the Administrative Agent.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any appropriate action and to execute any document or and instrument that may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Material Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any agreement, instrument, document that and paper as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s security interest in such Material Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay or discharge any insurance called for by the terms of the Credit this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 5.1 (Code and Other Remedies) or Section 6.55.5 (Registration Rights), any document endorsement, assignment or other instrument of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. etc (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Receivable or general intangible Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Receivable or general intangible Contract or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by Copyrights, Patents or licensed to the GrantorsTrademarks, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s and the Lenders’ security interest in such Intellectual Property and the goodwill and general intangibles Copyrights, Patents or Trademarks of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 6.6 or Section 6.56.7, any document indorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B2) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C3) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D4) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E5) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F6) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G7) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors Property, throughout the world for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) 8) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured PartiesAdministrative Agent’s and the Lenders’ security interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and during the continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s 's and the Lenders' security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s option's option and such Grantor's expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured Parties’ security interests Administrative Agent's and the Lenders' Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, following the Loan Documentsoccurrence and during the continuance of an Event of Default, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse endorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iviii) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (iv) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse endorse any invoiceassignments, freight or express xxxxverifications, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; and (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured PartiesAdministrative Agent’s and the Lenders’ security interests Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in as required pursuant to Section 2.9 (Interest) 4.1 of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Subject to the Intercreditor Agreement, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any agreement, instrument, document that or paper as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.55.1 (Code and Other Remedies), any document endorsement, assignment or other instrument of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by (along with the Grantors or any IP Licenses goodwill of the Grantors business related thereto) throughout the world for such term or terms, on such terms and conditions conditions, and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of per annum equal to the rate per annum at which interest would then be payable on past due Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any agreement, instrument, document that or paper as the Administrative Agent may request deem appropriate to evidence, effect, publicize or record evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 5.1 (Code and Other Remedies) or Section 6.55.4 (Registration Rights), any document to effect endorsement, assignment or otherwise necessary other instrument of conveyance or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor transfer with respect to any the Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes ; and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to to, during the continuance of an Event of Default, take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s license or security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Loan Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale Sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign sub-license any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions set forth in Section 6.21 of the Loan Agreement and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment license and (H) generally, Sell, xxxxx gxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) 2.6 of the Credit Loan Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person Party 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument instrument, in each case, that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without . Without limiting the generality of the foregoing, upon the occurrence and during the continuance of, in the case of 7.1(a)(i), (iii), (iv) and (v), an Event of Default, and in the case of 7.1(a)(ii), a Default or an Event of Default, each Grantor hereby gives the Administrative Agent and its Related Persons Parties the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law Law or equity or otherwise deemed appropriate necessary or desirable by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes (to the extent delinquent) and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance (to the extent delinquent) called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale Disposition provided for in Section 6.1 or Section 6.56.1, any document necessary or desirable to effect or evidence (or otherwise necessary or appropriate in relation to evidence to) the Sale Disposition of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law Law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriatenecessary or desirable, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, SellDispose of, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 2.08 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when (provided that the power of attorney granted under this Section 6.1 may only be exercised upon the occurrence and during the continuance of an Event of Default shall be continuing:Default): (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document to effect endorsements, assignments or otherwise necessary other instruments of conveyance or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor transfer with respect to any the Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes ; and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, following the Loan Documents, occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible Account or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s 's and the Lenders' security interest in in_ such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof);, (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s option's option and such Grantor's expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured Parties’ security interests Administrative Agent's and the Lenders' Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.01(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) of per annum equal to the Default Rate for Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.01(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any agreement, instrument, document that or paper as the Administrative Agent may request deem appropriate to evidence, effect, publicize or record evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 5.1 (Code and Other Remedies) or Section 6.55.5 (Securities Laws), any document endorsement, assignment or other instrument of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors business to which any such Trademark pertains) throughout the world for such term or terms, on such terms and conditions conditions, and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its optionoption during the continuance of a Default or an Event of Default, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement. (c) The reasonable out-of-pocket expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of per annum equal to the Credit rate per annum at which interest would then be payable on past due Loans that are Base Rate Loans under the Loan Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when only upon the occurrence and continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible Account or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s 's and the Lenders' security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof);, (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s option's option and such Grantor's expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured Parties’ security interests Administrative Agent's and the Lenders' Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.01(a). (c) The reasonable expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.01(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Effective upon the occurrence and during the continuance of an Event of Default, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument and all documents and instruments that may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and during the continuation of an Event of Default shall be continuing: (i) Default: in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible Account or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) ; pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) ; execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (ED) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (FE) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (HF) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s option's option and such Grantor's expense, at any time time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured Parties’ security interests Administrative Agent's and the Lenders' Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Seller hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor Seller and in the name of such Grantor Seller or in its own name, from time to time in Administrative Agent’s discretion if an Event of Default shall have occurred and be continuing, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or reasonably desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor Seller hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such GrantorSeller, without assent by, but with notice to or assent by such Grantorto, Seller to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Seller or its own name name, or otherwise, to take possession of and indorse endorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible or with respect to any other Collateral Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible or with respect to any other Collateral Repurchase Asset whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Repurchase Assets; (iii) except to the extent inconsistent with the applicable Servicing Contracts and the Acknowledgment Agreements, request that Xxxxxx Xxx Servicing Rights and Servicing Rights in respect of Mortgage Loans owned by any Collateralother investor or guarantor be transferred to Administrative Agent, effect for the benefit of Buyers, or to another servicer approved by Xxxxxx Mae or such other investor or guarantor (as the case may be) and perform (without assuming or being deemed to have assumed any repair or pay any insurance called for by the terms of the Credit Agreement (including obligations of Seller thereunder) all or any part aspects of the premiums therefor and the costs thereof)each Servicing Contract that is a Repurchase Asset consisting of Servicing Rights; (iv) executerequest distribution to Administrative Agent, for the benefit of Buyers, of sale proceeds or any applicable contract termination fees arising from the sale or termination of such Servicing Rights and remaining after satisfaction of Seller’s relevant obligations to Xxxxxx Xxx or such other investor or guarantor (as the case may be), including costs and expenses related to any such sale or transfer of such Servicing Rights and other amounts due for unmet obligations of Seller to Xxxxxx Mae or such other investor or guarantor (as the case may be) under applicable Xxxxxx Xxx Guides or such other investor’s or guarantor’s contract; (v) deal with investors and any and all subservicers and master servicers in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale respect of any Collateral; orof the Servicing Rights related to Repurchase Assets in the same manner and with the same effect as if done by Seller; (vi) (A) to direct any party liable for any payment under any Collateral Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to Administrative Agent, for the Administrative Agent benefit of Buyers, or as the Administrative Agent shall direct, ; (B) to ask or demand for, and collect and collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, Repurchase Asset; (C) to sign and indorse endorse any invoiceinvoices, freight or express xxxxassignments, xxxx of ladingverifications, storage or warehouse receipt, draft against debtors, assignment, verification, notice notices and other document documents in connection with any Collateral, of the Repurchase Assets; (D) to commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any Collateral portion thereof and to enforce any other right in respect of any Collateral, Repurchase Assets; (E) to defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor Seller with respect to any Collateral, Repurchase Assets; (F) to settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may in its sole good faith discretion deem appropriate, ; and (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellto sell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral of the Repurchase Assets as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and to do, at the Administrative Agent’s optionoption and Seller’s expense, at any time or time, and from time to time, all acts and things that the which Administrative Agent in its sole good faith discretion deems necessary to protect, preserve or realize upon any Collateral the Repurchase Assets and the Secured Parties’ security interests therein Administrative Agent’s Liens thereon and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor Seller might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are attorney is a power coupled with an interest and are shall be irrevocable until such time as all Obligations (other than unasserted contingent claims for indemnification or reimbursement) have been paid in full and this Agreement is terminated terminated. (c) Seller also authorizes Administrative Agent, at any time and from time to time, to execute, in connection with any sale provided for in Section 4.13 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the security interests created hereby Repurchase Assets. (d) The powers conferred on Administrative Agent are releasedsolely to protect Administrative Agent’s interests, on behalf of Buyers, in the Repurchase Assets and shall not impose any duty upon Administrative Agent to exercise any such powers. Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Administrative Agent, nor any of its officers, directors, or employees shall be responsible to Seller for any act or failure to act hereunder, except for with respect to the Administrative Agent, Administrative Agent’s own gross negligence or willful misconduct. (e) In addition to the foregoing, Seller agrees to execute a power of attorney (the “Power of Attorney”) in favor of Administrative Agent in the form of Exhibit B-1 hereto to be delivered on the Effective Date and in favor of SPS in the form of Exhibit B-2 hereto to be delivered on the Effective Date. Notwithstanding anything to the contrary herein or any of the other Program Agreements, any appointment set forth in this Section 4.10 shall be subject to the Servicing Contracts and Acknowledgment Agreements entered into with Xxxxxx Xxx.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and during the continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s 's and the Lenders' security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment may deem appropriate; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s option's option and such Grantor's expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured Parties’ security interests Administrative Agent's and the Lenders' Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The reasonable expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, from time to time in the Administrative Agent discretion, for the purpose of 250 carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each such Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) at any time when any Event of Default shall have occurred and be continuing, in the name of such Grantor, in Grantor or its own name name, or otherwise, (A) to take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible under, or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantorsto, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (AB) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; and (BC) to ask or demand for, and collect and collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (ii) to prepare, (C) sign and indorse file any invoiceUniform Commercial Code financing statements in the name of such Grantor as debtor; (iii) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as such Grantor; (iv) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes and Liens (other than Permitted Liens) levied or placed on or threatened against the Collateral, to effect any repairs or obtain 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; (v) upon the occurrence and during the continuance of any Event of Default (A) to sign and endorse any invoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (DB) to commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral thereof and to enforce any other right in respect of any Collateral, ; (EC) to defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (FD) to settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding described in the preceding clause and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (HE) generally, Sell, xxxxx x Xxxx on, to sell or transfer and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and to do, at the Administrative Agent’s option's option and such Grantor's expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the 251 Collateral and the Liens of the Administrative Agent and the Secured Parties’ security interests therein Parties thereon and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do.; and (bvi) If at any Grantor fails time and from time to perform or comply with any Contractual Obligation contained hereintime, the Administrative Agentto execute, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1any foreclosure, together any indorsements, assignments or other instruments of conveyance or transfer with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent respect to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Collateral. Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are attorney is a power coupled with an interest and are irrevocable until shall be irrevocable. Each Grantor hereby acknowledges and agrees that in acting pursuant to this Agreement is terminated power- of-attorney the Administrative Agent shall be acting in the interest of the Secured Parties and such Grantor acknowledges and agrees that the security interests created Administrative Agent shall have no fiduciary duties to such Grantor and such Grantor hereby are releasedwaives any claims to the rights of a beneficiary of a fiduciary relationship hereunder.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any agreement, instrument, document that or paper as the Administrative Agent may request deem appropriate to evidence, effect, publicize or record evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 5.1 (Code and Other Remedies) or Section 6.55.5 (Registration Rights), any document endorsement, assignment or other instrument of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors business to which any such Trademark pertains) throughout the world for such term or terms, on such terms and conditions conditions, and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agentsuch Grantor’s optionexpense, at any time time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of per annum equal to the rate per annum at which interest would then be payable past due Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably Effective upon the occurrence and during the continuance of an Event of Default, the Borrower constitutes and appoints the Administrative Agent and any Related Person thereofofficer or agent of the Administrative Agent, with full power of substitution, as its the Borrower's true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor the Borrower and in the name of such Grantor the Borrower or in its own name, for from time to time in the purpose of carrying out the terms of the Loan DocumentsAdministrative Agent's discretion, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments as, in the opinion of such attorney, may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without this Agreement. Without limiting the generality effect of this Section, upon the foregoingoccurrence of an Event of Default, each Grantor hereby gives the Borrower grants the Administrative Agent an irrevocable proxy to vote the Pledged Shares and its Related Persons the power to exercise all other rights, powers, privileges and rightremedies to which a holder thereof would be entitled (including giving or withholding written consents of shareholders, on behalf calling special meetings of shareholders and voting at such Grantormeetings), without notice to or assent by such Grantor, to do any of the following when an Event of Default which proxy shall be continuing: (i) in effective, automatically and without the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case necessity of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement action (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale transfer of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment Pledged Shares on the books and records of any moneys due a Pledged Issuer or to become due thereunder directly to the Administrative Agent or Pledged Securities Intermediary, as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1applicable). All powers, authorizations and agencies contained in this Agreement These powers are coupled with an interest and are irrevocable until the Release Date. Nothing in this Section affects the right of the Administrative Agent as secured party or any other Person on the Administrative Agent's behalf, to sign and file or deliver (as applicable) all such financing statements, financing change statements, notices, verification statements and other documents relating to the Collateral and this Agreement is terminated as the Administrative Agent or such other Person considers appropriate. The Borrower hereby ratifies and confirms, and agrees to ratify and confirm, whatever lawful acts the security interests created hereby are releasedAdministrative Agent or any of the Administrative Agent's sub-agents, nominees or attorneys do or purport to do in exercise of the power of attorney granted to the Administrative Agent pursuant to this Section.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints Administrative Agent, effective the Administrative Agent date hereof and any Related Person thereofterminating upon the termination of this Agreement, 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 such Grantor and in the name of such Grantor or in its own name, solely and limited for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, such power of attorney to be exercised by Administrative Agent only upon the Loan Documentsoccurrence and during the continuance of an Event of Default, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and during the continuation of an Event of Default shall be continuingDefault: (i) other than with respect to any Excluded Contract, in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse endorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account, Significant Contract, Customer Contract or general intangible Network Site Lease Agreement subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account, Significant Contract, Customer Contract or general intangible Network Site Lease Agreement subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that the and all agreements, instruments, documents and papers as Administrative Agent may reasonably request to evidence, effect, publicize or record the evidence Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse endorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent or Trademark pertains) or Network Site Lease Agreement, for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that the which Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Security Interests of the Secured Parties’ security interests Parties therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The reasonable expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit AgreementDefault Rate, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any agreement, instrument, document that or paper as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 5.1 (Code and Other Remedies) or Section 6.55.5 (Sale of Collateral), any document endorsement, assignment or other instrument of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors business to which any such Trademark pertains) throughout the world for such term or terms, on such terms and conditions conditions, and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing, and that if the Administrative Agent does exercise any such right under such power of attorney, the Administrative Agent shall exercise such right in a commercially reasonable manner to the extent required to do so by the applicable Requirements of Law. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may may, in a commercially reasonable manner to the extent required to do so by the applicable Requirement of Law, perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and during the continuance of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s 's and the Lenders' security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof);, (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s option's option and such Grantor's expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured Parties’ security interests Administrative Agent's and the Lenders' Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant GrantorGrantors, shall be payable by such Grantor the Grantors to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Primary Administrative Agent, the Collateral Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, directly or through the Collateral Agent as the Primary Administrative Agent (or, at the direction of the Primary Administrative Agent, the Collateral Agent) may determine from time to time, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Primary Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, directly or through the Collateral Agent as the Primary Administrative Agent may determine from time to time, to do any of the following when an Event of Default shall be continuing: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Primary Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to included in the GrantorsCollateral, execute, deliver and have recorded any document that the Primary Administrative Agent or the Collateral Agent may reasonably request to evidence, effect, publicize or record the Administrative Agent and Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Primary Administrative Agent or as the Primary Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Primary Administrative Agent may reasonably deem appropriate, (G) assign any Intellectual Property owned by the Grantors or (including any IP Licenses of Licenses) included in the Grantors throughout Collateral (to the world extent permitted under the applicable licenses) on such terms and conditions and in such manner as the Primary Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Primary Administrative Agent were the absolute owner thereof for all purposes and do, at the Primary Administrative Agent’s option, at any time or from time to time, all acts and things that the Primary Administrative Agent reasonably deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Primary Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Primary Administrative Agent and of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Primary Administrative Agent or the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Primary Administrative Agent or the Collateral Agent, as applicable, on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and during the continuation of an Event of Default shall be continuing:(subject to the terms of the Intercreditor Agreement): (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s and the Lenders’ security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured PartiesAdministrative Agent’s and the Lenders’ security interests Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Seller Party and Guarantor hereby irrevocably constitutes and appoints the Administrative Agent (on behalf of the Buyers) and any Related Person 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 such Grantor Seller Party or Guarantor, as applicable, and in the name of such Grantor Seller Party or Guarantor, as applicable, or in its own name, from time to time in Administrative Agent’s discretion, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor Seller Party and Guarantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such GrantorSeller Party or Guarantor, as applicable, without assent by, but with LEGAL02/44639412v17 notice to to, such Seller Party or assent by such GrantorGuarantor, to do any of the following when as applicable, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the name of such GrantorSeller Party or Guarantor, as applicable, or in its own name name, or otherwise, to take possession of and indorse endorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible or with respect to any other Collateral Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible or with respect to any other Collateral Repurchase Assets whenever payable; (ii) in to change the case mortgagee of record on any electronic registration system as appropriate to effectuate the liquidation or conveyance of any Intellectual Property owned by Underlying Asset or licensed the enforcement or collection on any guaranty or insurance contract with respect to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented therebyRepurchase Asset; (iii) to pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof)Repurchase Assets; (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) to direct any party liable for any payment under any Collateral Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) to ask or demand for, and collect and collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, Repurchase Assets; (C) to sign and indorse endorse any invoiceinvoices, freight or express xxxxassignments, xxxx of ladingverifications, storage or warehouse receipt, draft against debtors, assignment, verification, notice notices and other document documents in connection with any Collateral, Repurchase Assets; (D) to commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any Collateral proceeds thereof and to enforce any other right in respect of any Collateral, Repurchase Assets; (E) to defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor Seller Party with respect to any Collateral, Repurchase Assets; (F) to settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate, ; and (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellto sell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral Repurchase Assets as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and to do, at the Administrative Agent’s optionoption and such Seller Party’s expense, at any time or time, and from time to time, all acts and things that the which Administrative Agent deems necessary to protect, preserve or realize upon any Collateral the Repurchase Assets and the Secured Parties’ security interests therein Administrative Agent’s Liens thereon and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor Seller Party or Guarantor, as applicable, might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) . Each Grantor Seller Party and Guarantor hereby ratifies all that said attorneys shall lawfully do or and cause to be done by virtue pursuant to the terms hereof. This limited power of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are attorney is a power coupled with an interest and shall be irrevocable. In addition to the foregoing, each Seller Party and Xxxxxxxxx agrees to execute a limited Power of Attorney in the form of Exhibit E hereto, each to be delivered on the date hereof. LEGAL02/44639412v17 By accepting any power granted hereunder or under any power of attorney by the Xxxxx Xxxxxxxxxx, Administrative Agent acknowledges and agrees that: (i) the appointment of Xxxxx as attorney-in-fact for the Asset Subsidiary for the purposes provided for herein or in such power of attorney shall not be deemed to be an appointment of the Buyer as attorney-in-fact for, or agent of, the Asset Subsidiary for any other purpose; (ii) at no time may Buyer or any of its agents, employees or representatives represent that it or they are irrevocable until this Agreement employees of the Trustee, and Buyer and its respective agents, employees and representatives shall use commercially reasonable efforts to communicate that it or they are acting as attorney-in-fact of the Seller hereunder and under any power of attorney; and (iii) Buyer shall not cause the power granted to it under any power of attorney provided by the Seller to be exercised in such a manner as to make any agreement, covenant, representation, warranty, certification, or to undertake any duty, obligation, or liability of any kind as attorney-in-fact for, or agent of, the Trustee without obtaining the prior written consent of the Trustee. It is terminated understood and agreed that the foregoing rights of the Asset Subsidiary and the security Trustee shall not impose any duty or obligation on the Trustee, and the Trustee’s consent to any action by any attorney-in-fact shall not be construed as approval of such action on behalf of the Asset Subsidiary. Each Seller Party and Guarantor also authorizes Administrative Agent, if an Event of Default shall have occurred and be continuing, from time to time, to execute, in connection with any sale provided for in Section 15 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Repurchase Assets. The powers conferred on Administrative Agent hereunder are solely to protect Administrative Agent’s interests created hereby are released(on behalf of the Buyers) in the Repurchase Assets and shall not impose any duty upon it to exercise any such powers. 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 agents shall be responsible to any Seller Party or Guarantor for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Seller hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor Seller and in the name of such Grantor Seller or in its own name, from time to time in the Administrative Agent’s discretion, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor Seller hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such GrantorSeller, without assent by, but with notice to or assent by such Grantorto, to do any of the following when Seller, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the name of such GrantorSeller, or in its own name name, or otherwise, to take possession of and indorse endorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible or with respect to any other Collateral Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible or with respect to any other Collateral Repurchase Assets whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof)Repurchase Assets; (iviii) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) to direct any party liable for any payment under any Collateral Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) to ask or demand for, and collect and collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, Repurchase Assets; (C) to sign and indorse endorse any invoiceinvoices, freight or express xxxxassignments, xxxx of ladingverifications, storage or warehouse receipt, draft against debtors, assignment, verification, notice notices and other document documents in connection with any Collateral, Repurchase Assets; (D) to commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any Collateral proceeds thereof and to enforce any other right in respect of any Collateral, Repurchase Assets; (E) to defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor Seller with respect to any Collateral, Repurchase Assets; (F) to settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate, ; and (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellto sell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral Repurchase Assets as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and to do, at the Administrative Agent’s optionoption and Seller’s expense, at any time or time, and from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral the Repurchase Assets and the Secured Parties’ security interests therein Administrative Agent’s Liens, as agent on behalf of Buyers, thereon and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor Seller might do.; (biv) If any Grantor fails for the purpose of carrying out the transfer of servicing with respect to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so Mortgage Loans from Seller to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment successor servicer appointed by the Administrative Agent in its sole discretion and to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish such transfer of servicing, and, without limiting the date reimbursed by generality of the relevant Grantorforegoing, shall be payable by such Grantor to Seller hereby gives the Administrative Agent the power and right, on demand.behalf of Seller, without assent by Seller, to, in the name of Seller or its own name, or otherwise, prepare and send or cause to be sent “good-bye” letters to all mortgagors under the Mortgage Loans, transferring the servicing of the Mortgage Loans to a successor servicer appointed by the Administrative Agent in its sole discretion; (dv) Each Grantor for the purpose of delivering any notices of sale to Mortgagors or other third parties, including without limitation, those required by law. Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are attorney is a power coupled with an interest and shall be irrevocable. In addition to the foregoing, Seller agrees to execute a Power of Attorney to be delivered on the date hereof. Seller also authorizes the Administrative Agent, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 14 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Repurchase Assets. The powers conferred on the Administrative Agent hereunder are irrevocable until this Agreement is terminated solely to protect the Buyers’ interests in the Repurchase Assets 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 security interests created hereby are releasedexercise of such powers, and neither it nor any Buyer nor any of their respective officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct. Upon an Event of Default, the Administrative Agent on behalf of Buyers shall be entitled to all remedies available to a secured creditor under the Uniform Commercial Code and shall have the right to apply the Repurchase Assets or any proceeds therefrom to all Obligations.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any agreement, instrument, document that or paper as the Administrative Agent may request deem appropriate to evidence, effect, publicize or record evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 5.1 (Code and Other Remedies) or Section 6.55.4 (Registration Rights), any document endorsement, assignment or other instrument of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors business to which any such Trademark pertains) throughout the world for such term or terms, on such terms and conditions conditions, and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible constituting Collateral or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible constituting Collateral or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property constituting Collateral owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale Disposition of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property constituting Collateral owned by the Grantors or any IP Licenses constituting Collateral of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, SellDispose of, xxxxx gxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.18.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) 2.8 of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.18.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Subject to any approval or licensing required by the Act and the Regulations, from and after the occurrence of an Event of Default, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, from time to time at Administrative Agent’s discretion, for the purpose of carrying out the terms of the Loan Documentsthis Security Agreement, to take any and all appropriate action and to execute and deliver any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documents, this Security Agreement and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due or to become due under any Collateral and, in the name of such Grantor, in its own name or otherwise, otherwise to take possession of and indorse of, endorse and collect any checkchecks, draftdrafts, note, acceptance acceptances or other instrument Instruments for the payment of moneys monies due under any account or general intangible or with respect to any other Collateral and to file any claim or to take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys monies due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens any Liens, including, without limitation, any tax lien, levied or placed on or threatened against any the Collateral, to effect any repair repairs or pay any insurance called for by the terms of the Credit this Security Agreement (including and to pay all or any part of the premiums therefor and the costs thereof);, which actions shall be for the benefit of Administrative Agent and the Lenders and not such Grantor; and (iviii) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A1) direct any party person liable for any payment under or in respect of any of the Collateral to make payment of any moneys and all monies due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B2) ask or demand for, and collect and receive payment of any and receipt for, any moneysall monies, claims and other amounts due or to become due at any time arising out of or in respect of or arising out of any Collateral, (C3) sign and indorse endorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verification, notice verifications and other document notices in connection with any Accounts and other Instruments and Documents constituting or relating to the Collateral, (D4) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral part thereof and to enforce any other right in respect of any Collateral, (E5) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, (F6) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding described above and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G7) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determinesell, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generallytransfer, Sell, xxxxx x Xxxx onpledge, make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and to do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that the which Administrative Agent deems may reasonably deem necessary to protect, preserve or realize upon any the Collateral and the Secured Parties’ Administrative Agent’s security interests interest therein and in order to effect the intent of the Loan Documentsthis Security Agreement, all as fully and effectively as such Grantor might do. (b) Each Grantor hereby authorizes and ratifies, to the extent permitted by law, all that Administrative Agent as said attorney in fact shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full. (c) The powers conferred on Administrative Agent and the Lenders hereunder are solely to protect Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon Administrative Agent or the Lenders to exercise any such powers. Administrative Agent shall have no duty as to any Collateral, including any responsibility for (a) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral or (b) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not Administrative Agent has or is deemed to have knowledge of such matters. 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, agents or representatives shall be responsible to Grantors for any act or failure to act, except for its own gross negligence or willful misconduct. (d) Each Grantor also authorizes Administrative Agent, at any time and from time to time upon the occurrence and during the continuation of any Event of Default, to (i) communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) execute, in connection with the sale of Collateral provided for in Section 7, below, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the herein and Administrative Agent, at its optionas provided for by the terms of this Security Agreement, but without any obligation so to do, may shall perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1such performance or compliance, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent interest equal to the date reimbursed by per annum rate of interest charged on the relevant GrantorBase Rate Loans, shall be payable by such Grantor to the Administrative Agent on demandwithin five (5) Business Days of demand and shall constitute Secured Obligations secured hereby. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any agreement, instrument, document that or paper as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 5.1 (Code and Other Remedies) or Section 6.55.5 (Registration Rights), any document endorsement, assignment or other instrument of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors business to which any such Trademark pertains) throughout the world for such term or terms, on such terms and conditions conditions, and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any appropriate action and to execute any document or and instrument that may be reasonably necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, at any time when an Event of Default has occurred and is continuing each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account Account or general intangible General Intangible of such Grantor or with respect to any other Collateral of such Grantor and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account Account or general intangible General Intangible of such Grantor or with respect to any other Collateral of such Grantor whenever payable;; PLEDGE AND SECURITY AGREEMENT JOHNSONDIVERSEY, INC. (ii) in the case of any Intellectual Property owned by or licensed to the Grantorssuch Grantor, executeexecute and deliver, deliver and have recorded recorded, any agreement, instrument, document that and paper as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens, other than Liens permitted by this agreement or the other Loan Documents, levied or placed on or threatened against any Collateralthe Collateral of such Grantor, effect any repair or pay or discharge any insurance called for by the terms of the Credit this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 5.1 (Code and Other Remedies) or Section 6.55.5 (Registration Rights), any document endorsement, assignment or other instrument of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral of such Grantor to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any CollateralCollateral of such Grantor, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any CollateralCollateral of such Grantor, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect the Collateral of such Grantor or any Collateral portion thereof and to enforce any other right in respect of any Collateral, (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any CollateralCollateral of such Grantor, (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by Copyright, Patent or Trademark constituting Collateral of such Grantor (along with the Grantors or any IP Licenses goodwill of the Grantors business to which any such Trademark pertains) throughout the world for such term or terms, on such terms and conditions conditions, and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral of such Grantor as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral of such Grantor and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing. PLEDGE AND SECURITY AGREEMENT JOHNSONDIVERSEY, INC. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, if an Event of Default has occurred and is continuing, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement. (c) The reasonable expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable as to such Grantor until this Agreement is terminated as to such Grantor and the security interests in the Collateral of such Grantor created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and during the continuation of an Event of Default shall be continuing:(subject to the terms of the Intercreditor Agreement): (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s and the Lenders’ security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured PartiesAdministrative Agent’s and the Lenders’ security interests Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1 (a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under, the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.16.1 (a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may reasonably request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 5.1 or Section 6.55.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of by the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sell, xxxxx x Xxxx on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes and do, at the Administrative Agent’s option, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.16.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and during the continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account or general intangible Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s security interest and the Secured Parties’ Security Interests in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Administrative Agent in its sole discretion; (iv) effect any repair or pay repairs and obtain, maintain and adjust any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor thereof and the costs thereof)thereof and direct the payment of any Proceeds thereof to the Administrative Agent; (ivv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (vi) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, , (vii) claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent, Trademark or Domain Name (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent, Trademark or Domain Name pertains), for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the Secured Parties’ security interests Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 7.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.17.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Seller hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor Seller and in the name of such Grantor Seller or in its own name, from time to time in the Administrative Agent’s discretion for the purpose of carrying out the terms of the Loan DocumentsPurchasing Mortgage Loans, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of the Loan DocumentsPurchasing Mortgage loans, and, without limiting the generality of the foregoing, each Grantor Seller hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such GrantorSeller, without assent by, but with notice to or assent by such Grantorto, to do any of the following when Seller, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the name of such GrantorSeller, or in its own name name, or otherwise, to take possession of and indorse endorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account or general intangible or with respect to any other Collateral Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible or with respect to any other Collateral Repurchase Assets whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof)Repurchase Assets; (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) to direct any party liable for any payment under any Collateral Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) to ask or demand for, and collect and collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, Repurchase Assets; (C) to sign and indorse endorse any invoiceinvoices, freight or express xxxxassignments, xxxx of ladingverifications, storage or warehouse receipt, draft against debtors, assignment, verification, notice notices and other document documents in connection with any Collateral, Repurchase Assets; (D) to commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any Collateral proceeds thereof and to enforce any other right in respect of any Collateral, Repurchase Assets; (E) to defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor Seller with respect to any Collateral, Repurchase Assets; (F) to settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate, ; and (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellto sell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral Repurchase Assets as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and to do, at the Administrative Agent’s optionoption and Seller’s expense, at any time or time, and from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein Repurchase Assets and, if applicable, the Administrative Agent’s Liens thereon, and to effect the intent of the Loan Documentsthis Repurchase Agreement, all as fully and effectively as such Grantor Seller might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are attorney is a power coupled with an interest and shall be irrevocable. (c) Seller also authorizes the Administrative Agent, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 14 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Repurchase Assets. (d) The powers conferred on the Administrative Agent hereunder are irrevocable until this Agreement is terminated solely to protect the Administrative Agent’s (for the benefit of Buyers) interests in the Repurchase Assets 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 security interests created hereby are releasedexercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account Account or general intangible General Intangible constituting Collateral or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any agreement, instrument, document that or paper as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateralthe Collateral (other than Permitted Liens), effect any repair or pay any insurance called for by the terms of the Credit this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 5.1 (Code and Other Remedies) or Section 6.55.5 (Registration Rights), any document endorsement, assignment or other instrument of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party Person liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors business to which any such Trademark pertains) throughout the world for such term or terms, on such terms and conditions conditions, and in such manner as the Administrative Agent shall in its sole reasonable discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that it shall not, and is not authorized hereunder to, exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained hereinherein during the continuance of an Event of Default, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement. (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor Pledgor and in the name of such Grantor Pledgor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Pledge Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Pledge Agreement, and, without limiting the generality of the foregoing, each Grantor Pledgor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such GrantorPledgor, without notice to or assent by such GrantorPledgor, to do any or all of the following when upon the occurrence and continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Administrative Agent may request to evidence, effect, publicize or record the Administrative Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (ivii) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Pledge Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (iii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (EB) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor Pledgor with respect to any Collateral, ; (FC) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (HD) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Pledgor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Secured PartiesAdministrative Agent’s and the Lenders’ security interests Security Interests therein and to effect the intent of the Loan Documentsthis Pledge Agreement, all as fully and effectively as such Grantor Pledgor might do. (b) If any Grantor Pledgor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 11(a). (c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of the Credit Agreement, from the date of payment by the Administrative Agent taken pursuant to the date reimbursed by the relevant Grantor, terms of this Pledge Agreement shall be payable by such Grantor the Pledgors to the Administrative Agent on demand. (d) Each Grantor Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this hereof in accordance with Section 7.111(a). All powers, authorizations and agencies contained in this Pledge Agreement are coupled with an interest and are irrevocable until this Pledge Agreement is terminated and the security interests Security Interests created hereby are released. (e) Each Pledgor acknowledges that the rights and responsibilities of the Administrative Agent under this Pledge Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Pledgors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Pledgor shall be under any obligation, or entitlement to make any inquiry respecting such authority.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent for the benefit of the Lenders agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing. Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person duly appointed 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any agreement, instrument, document that or paper as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s 's security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair or pay any insurance called for by the terms of the Credit this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.55.1 (Code and Other Remedies), any document endorsement, assignment or other instrument of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, and collect collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors business to which any such Trademark pertains) throughout the world for such term or terms, on such terms and conditions conditions, and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s option's option and such Grantor's expense, at any time time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent's and the other Secured Parties’ ' security interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement. (c) The reasonable expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.16.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies authorizes all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when upon the occurrence and during the continuation of an Event of Default shall be continuingDefault: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account or general intangible material contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account or general intangible material contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s and the other Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any the Collateral, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5this Agreement, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors throughout the world business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment ; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s optionoption and such Grantor’s expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests Security Interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement in accordance with the provisions of Section 6.1(a). (c) The reasonable expenses of the Administrative Agent incurred in connection with actions undertaken as provided in taken pursuant to the terms of this Section 7.1Agreement, together with interest thereon at a rate set forth in Section 2.9 (Interest) per annum equal to the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all only those actions and things that said attorneys shall lawfully do or cause to be done by virtue in the exercise of this the power of attorney granted hereunder in accordance with Section 7.16.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests Security Interests created hereby are released.

Administrative Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any Related Person 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 such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documentsthis Agreement, to take any and all appropriate action and to execute any document or instrument that and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Loan Documentsthis Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following when an Event of Default shall be continuingfollowing: (i) in the name of such Grantor, in Grantor or its own name name, or otherwise, take possession of and indorse and collect any checkchecks, draftdrafts, notenotes, acceptance acceptances or other instrument instruments for the payment of moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account Account or general intangible General Intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the GrantorsProperty, executeexecute and deliver, deliver and have recorded recorded, any document that and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence, effect, publicize or record evidence the Administrative Agent’s 's security interest in such Intellectual Property and the goodwill and general intangibles General Intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateralthe Collateral other than Customary Permitted Liens, effect any repair repairs or pay any insurance called for by the terms of the Credit this Agreement (including and pay all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 SECTION 5.1 or Section 6.55.5, any document endorsements, assignments or other instruments of conveyance or transfer with respect to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; orand (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, ; (B) ask or demand for, and collect collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, ; (C) sign and indorse any invoiceinvoices, freight or express xxxxbills, xxxx bills of lading, storage or warehouse receiptreceipts, draft drafts against debtors, assignmentassignments, verificationverifications, notice notices and other document documents in connection with any of the Collateral, ; (D) commence and prosecute any suitsuits, action actions or proceeding proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Collateral portion thereof and to enforce any other right in respect of any Collateral, ; (E) defend any actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding brought against such Grantor with respect to any Collateral, ; (F) settle, compromise or adjust any such actionssuit, suits, proceedings, audits, claims, demands, orders action or disputes proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, ; (G) assign any Intellectual Property owned by Copyright, Patent or Trademark (along with the Grantors or any IP Licenses goodwill of the Grantors business to which any such Trademark pertains), throughout the world for such term or terms, on such terms and conditions conditions, and in such manner manner, as the Administrative Agent shall in its sole discretion determine, including without limitation the execution and filing of any document documents necessary to effectuate or and/or record such assignment assignment; and (H) generally, Sellsell, xxxxx x Xxxx ontransfer, pledge and make any Contractual Obligation agreement with respect to and or otherwise deal with, with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes purposes, and do, at the Administrative Agent’s option's option and such Grantor's expense, at any time time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon any the Collateral and the Administrative Agent's and the other Secured Parties’ ' security interests therein and to effect the intent of the Loan Documentsthis Agreement, all as fully and effectively as such Grantor might do. Anything in this SECTION 6.1(A) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this SECTION 6.1(A) unless an Event of Default shall be continuing. (b) If any Grantor fails to perform or comply with any Contractual Obligation of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligationagreement. (c) The expenses of the Administrative Agent actually incurred in connection with actions undertaken as provided in this Section 7.1SECTION 6.1, together with interest thereon at a rate set forth in Section 2.9 (Interest) of per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.