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

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j) hereof, the Grantor hereby irrevocably appoints the Agent as the Grantor's attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in the place and stead of the Grantor, and in the name of the Grantor, or otherwise, from time to time, in the Agent's sole and absolute discretion to do any of the following acts or things: (a) to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to do any and every act that the Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that the Agent may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Lenders with respect to any of the Copyrights, the Programs, the Patents and the Marks; provided, however, that the Agent shall be -------- ------- under no obligation whatsoever to take any of the foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreement.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j14(j) hereof, the Grantor each Pledgor hereby irrevocably appoints the Agent as the Grantorsuch Pledgor's attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in the place and stead of the Grantorsuch Pledgor, and in the name of the Grantorsuch Pledgor, or otherwise, from time to time, in the Agent's sole and absolute discretion to do any of the following acts or things: (a) to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to do any and every act that the Grantor which such Pledgor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the Grantorsuch Pledgor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; and (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that which the Agent may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Lenders with respect to any of the Copyrights, the Programs, the Patents and the MarksCollateral; provided, however, that the Agent shall be under no -------- ------- under no obligation whatsoever to take any of the foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Grantor Each Pledgor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreement.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications ActAct and FCC regulations, and subject to Section 16(j) hereof, the each Grantor hereby irrevocably appoints the Agent as the such Grantor's attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in the place and stead of the such Grantor, and in the name of the such Grantor, or otherwise, from time to time, in the Agent's sole and absolute discretion to do any of the following acts or things: (a) to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to do any and every act that the which such Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the such Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that which the Agent may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Lenders with respect to any of the Copyrights, the Programs, the Patents and the Marks; provided, however, that the Agent shall be -------- ------- under no obligation whatsoever to take any of the foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Each Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreement.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j) hereof, the each Grantor hereby irrevocably appoints the Agent as the such Grantor's attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in the place and stead of the such Grantor, and in the name of the such Grantor, or otherwise, from time to time, in the Agent's sole and absolute discretion to do any of the following acts or thingsthings during the existence of an Event of Default: (a) to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the perfection of the security interests created by this Agreement and to preserve, maintain and protect the Collateral, including, without limitation, to obtain and adjust insurance required to be paid to the Agent pursuant to Section 17; (b) to do any and every act that the such Grantor is obligated to do under this Agreement, including, without limitation, to ask for, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (c) to prepare, sign, file and record, in the such Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that the Agent may reasonably deem necessary or desirable for the collection of any of the Collateral or the protection or enforcement of any of the rights of the Lenders Agent with respect to any of the CopyrightsCollateral; and (f) to receive, indorse, and collect any draft or other instruments, documents and chattel paper, in connection with any of the Programs, the Patents and the Marksforegoing; provided, however, that the Agent shall be -------- ------- under no obligation whatsoever to take any of the foregoing actions, and neither the Agent nor the Lenders shall have any no liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreement.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j) hereof, the Each Grantor hereby irrevocably appoints the Agent as the Grantor's its attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in the place and stead of the Grantor, such Grantor and in the name of the Grantor, such Grantor or otherwise, from at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to timetake any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, in the Agent's sole and absolute discretion to do any of the following acts or thingsincluding: (a) to do all acts ask, demand, collect, xxx for, recover, compromise, receive and things give acquittance and receipts for moneys due and to execute all documents necessary become due under or advisable to perfect and continue perfected in connection with the security interests created by this Agreement and to preserve, maintain and protect the CollateralAccounts or any other Collateral of such Grantor; (b) to do any receive and every act open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that the Grantor is obligated to do under this Agreementof Agent; (c) to preparereceive, signindorse, file and recordcollect any drafts or other instruments, in the Grantor's namedocuments, any financing statement covering the CollateralNegotiable Collateral or Chattel Paper; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that the which Agent may reasonably deem necessary or desirable for the protection or enforcement collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Lenders Agent with respect to any of the Collateral; (e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; (f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and (g) Agent, on behalf of the ProgramsLender Group, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the Patents appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the Marks; providedextent permitted by law, however, each Grantor hereby ratifies all that the Agent such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be -------- ------- under no obligation whatsoever to take any of the foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect theretoirrevocable until this Agreement is terminated. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreement12.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j) hereof, the Grantor Each Borrower hereby irrevocably appoints the Agent as the Grantorsuch Borrower's attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in the place and stead of the Grantor, such Borrower and in the name of the Grantorsuch Borrower, Agent or otherwise, from time to time, time in the Agent's sole and absolute discretion to do take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of the following acts or thingsthis Agreement, including, without limitation: (a) to do sign and file on behalf of such Borrower any financing or continuation statements, and amendments thereto, relative to all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect any part of the Collateral; (b) upon the occurrence and during the continuation of an Event of Default, to do any obtain and every act that the Grantor is obligated adjust insurance required to do under this Agreementbe maintained by such Borrower or paid to Agent pursuant to Section 8; (c) upon the occurrence and during the continuation of an Event of Default, to prepareask, signdemand, file collect, sue xxx, recover, compound, receive and record, give acquittance and receipts for monies due and to become due under or in the Grantor's name, respect of any financing statement covering of the Collateral; (d) upon the occurrence and during the continuation of an Event of Default, to receive, endorse and transfer the Collateral upon foreclosure by the Agentcollect any drafts or other instruments, documents and chattel paper in connection with clauses (a) and (b) above; (e) to grant or issue upon the occurrence and during the continuation of an exclusive or nonexclusive license under the CopyrightsEvent of Default, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that the Agent may reasonably deem necessary or desirable for the protection or enforcement collection of any of the Collateral or otherwise to enforce the rights of the Lenders Agent with respect to any of the CopyrightsCollateral; (f) upon the occurrence and during the continuation of an Event of Default, to pay or discharge taxes or liens levied or placed upon or threatened against the Collateral, the Programs, the Patents legality or validity thereof and the Marksamounts necessary to discharge the same to be determined by Agent in its sole discretion, any such payments made by Agent to become obligations of Borrowers to Agent, due and payable immediately without demand; provided(g) upon the occurrence and during the continuation of an Event of Default, howeverto sign and endorse any invoices, that freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Agent shall be -------- ------- under no obligation whatsoever Collateral; and (h) upon the occurrence and during the continuation of an Event of Default, generally to take sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the foregoing actionsCollateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the to do, at Agent's option and Borrowers' expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Grantor hereby agrees Collateral and Agent's security interest therein in order to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by effect the Agent in exercising any right or taking any action under intent of this Agreement, all as fully and effectively as any Borrower might do.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications ActAct and FCC regulations, and subject to Section 16(j) hereof, the Grantor hereby irrevocably appoints the Agent as the Grantor's attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in the place and stead of the Grantor, and in the name of the Grantor, or otherwise, from time to time, in the Agent's sole and absolute discretion to do any of the following acts or things: (a) to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to do any and every act that the which Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that which the Agent may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Lenders with respect to any of the Copyrights, the Programs, the Patents and the Marks; providedPROVIDED, howeverHOWEVER, that the Agent shall be -------- ------- under no obligation whatsoever to take any of the foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreement.respect

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j) hereof, the Each Grantor hereby irrevocably appoints the Agent as the Grantor's its attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in the place and stead of the Grantor, such Grantor and in the name of the Grantor, such Grantor or otherwise, from at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to time, in the Agent's sole and absolute discretion to do take any of the following acts or things: (a) to do all acts and things action and to execute all documents any instrument which the Agent may reasonably deem necessary or advisable to perfect accomplish the purposes of this Agreement, including: to ask, demand, collect, xxx for, recover, compromise, receive and continue perfected the security interests created by this Agreement give acquittance and receipts for moneys due and to preserve, maintain become due under or in connection with the Accounts or any other Collateral of such Grantor; to receive and protect open all mail addressed to such Grantor and to notify postal authorities to change the Collateral; (b) address for the delivery of mail to do any and every act such Grantor to that the Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by of the Agent; (e) to grant receive, indorse, and collect any drafts or issue an exclusive other instruments, documents, Negotiable Collateral or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the AgentChattel Paper; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that which the Agent may reasonably deem necessary or desirable for the protection or enforcement collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Lenders Agent with respect to any of the Collateral; to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, the Programsor advertising [[NYCORP:3506612v18:3178W: 02/05/2015--10:48 AM]] matter, the Patents in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and the Marks; providedAgent, howeveron behalf of the Lender Group or the Bank Product Providers, that shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if the Agent shall be -------- ------- under no obligation whatsoever to take commence any such suit, the appropriate Grantor shall, at the request of the foregoing actionsAgent, do any and neither the Agent nor the Lenders shall have all lawful acts and execute any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Grantor hereby agrees to repay within 10 Business Days after demand and all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended proper documents reasonably required by the Agent in exercising any right aid of such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or taking any action under cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this AgreementAgreement is terminated.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j) hereof, the Each Grantor hereby irrevocably appoints the Agent as the Grantor's its attorney-in-factfact for the purpose of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument which the Agent may deem necessary or advisable to accomplish the purposes hereof, effective upon which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Agent shall have the right, with full power of substitution either in the Agent's name or in the name of any Grantor, after the occurrence and during the continuance of an Event of Default, with full authority to ask for, demand, xxx for, collect, receive receipt and give acquittance for any and all moneys due or to become due and under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to any Grantor representing any interest or dividend, or other distribution payable in the place and stead respect of the GrantorPledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and in the name of the Grantorto sell, or otherwiseassign, from time to time, in the Agent's sole and absolute discretion to do any of the following acts or things: (a) to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to do any and every act that the Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assignendorse, pledge, convey transfer and make any agreement respecting, or otherwise transfer title in or dispose of the Copyrightsdeal with, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that the Agent may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Lenders with respect to any of the Copyrights, the Programs, the Patents and the Markssame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent shall be -------- ------- under no obligation whatsoever or the Lenders to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or the Lenders, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or the Lenders or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Agent or the Lenders in the absence of the foregoing actions, and neither gross negligence or wilful misconduct of the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreement.

Agent Appointed Attorney-in-Fact. To Effective upon the full extent permitted by -------------------------------- applicable law, including the Communications Act, occurrence and subject to Section 16(j) hereofcontinuation of an Event of Default or a Default, the Grantor Borrower hereby irrevocably appoints the Agent as the Grantor's Borrower’s attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in power of substitution, to submit any Pledged Mortgage Loan or Mortgage-backed Security which constitutes Collateral and related documents to a purchaser under a Take-Out Commitment and for the place purpose of carrying out the provisions of this Agreement and stead of the Grantor, taking any action and executing in the name of the GrantorBorrower without recourse to the Agent or any Lender any instrument, or otherwiseincluding, from time to timebut not limited to, the instruments described in Section 2 hereof, which the Agent's sole and absolute discretion to do any of the following acts or things: (a) to do all acts and things and to execute all documents Agent may deem necessary or advisable to perfect accomplish the purpose hereof, which appointment is irrevocable and continue perfected coupled with an interest. Without limiting the security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to do any and every act that the Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose generality of the Copyrightsforegoing, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that the Agent may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Lenders with respect to any of the Copyrights, the Programs, the Patents and the Marks; provided, however, that the Agent shall be -------- ------- under no obligation whatsoever have the right and power to take receive, endorse and collect checks and other orders for the payment of money made payable to the Borrower representing any payment or reimbursement made under, or pursuant or with respect to, the Collateral or any part thereof and to give full discharge for the same. Whether or not an Event of the foregoing actions, and neither the Agent nor the Lenders Default or a Default shall have any liability occurred or responsibility for any act or omission (other than be continuing, the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Grantor Borrower hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by authorizes the Agent in exercising its discretion at any right time and from time to time to (i) complete or taking cause to be completed any action under this Agreementassignment of real estate mortgage or deed of trust which heretofore was, or hereafter at any time may be, executed and delivered by the Borrower to the Agent so that such assignment describes a real estate mortgage or deed of trust which is security for any Pledged Mortgage Loan now or hereafter at any time constituting Collateral and (ii) complete or cause to be completed any other assignment or endorsement that was delivered in blank hereunder.

Agent Appointed Attorney-in-Fact. To Each Pledgor hereby irrevocably, until the full extent permitted by -------------------------------- applicable lawTermination Date, including the Communications Actappoints Agent, its nominee, and subject to Section 16(j) hereofany other Person whom Agent may designate, the Grantor hereby irrevocably appoints the Agent as the Grantor's such Pledgor’s attorney-in-fact, effective upon and with full power during the continuance existence of an any Event of Default, subject to any applicable law, to take any action (including the completion and presentation of any proxy) and to execute any instrument that is necessary for Agent to exercise its rights and remedies with full authority respect to the Pledged Collateral in accordance with the place terms of this Agreement, including, without limitation, to (i) receive, endorse and stead collect all instruments (or other property, as applicable) made payable to any Pledgor representing any distribution in respect of the GrantorPledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though such attorney-in-fact was the absolute owner thereof for all purposes, and in the name of the Grantorto do, at such attorney-in-fact’s option and such Pledgor’s expense, at any time or otherwise, from time to time, in the Agent's sole and absolute discretion to do any of the following acts or things: (a) to do all acts and things that such attorney-in-fact deems necessary to protect, preserve or realize upon the Pledged Collateral. Each Pledgor hereby ratifies and to execute approves all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to do any and every act that the Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that the Agent may reasonably deem necessary or desirable for the protection or enforcement acts of any of the rights of the Lenders with respect such attorney-in-fact made or taken pursuant to this Section 7 and agrees that neither Agent nor any of the Copyrights, the Programs, the Patents and the Marks; provided, however, that the other Person designated as an attorney-in-fact by Agent shall be -------- ------- under no obligation whatsoever to take liable for any acts, omissions, errors of the foregoing actionsjudgment or mistakes of fact or law (other than, and neither only to the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own extent of, such Person’s gross negligence or willful misconduct) taken with respect thereto). The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by foregoing powers of attorney, being coupled with an interest, are irrevocable until the Agent in exercising any right or taking any action under this AgreementTermination Date.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j) hereof, the Grantor Each Pledgor hereby irrevocably appoints the Agent as the Grantor's attorney-in-factfact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Agent may deem necessary or advisable to accomplish the purposes hereof, effective which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full authority power of substitution either in the place and stead of the Grantor, and Agent’s name or in the name of such Pledgor, to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the Grantor, payment of money payable to the Pledgor representing any interest or otherwise, from time to time, dividend or other distribution payable in the Agent's sole and absolute discretion to do any respect of the following acts Collateral or things: (a) to do all acts and things any part thereof or on account thereof and to execute all documents necessary give full discharge for the same, to settle, compromise, prosecute or advisable to perfect and continue perfected the security interests created by this Agreement defend any action, claim or proceeding with respect thereto, and to preservesell, maintain and protect the Collateral; (b) to do any and every act that the Grantor is obligated to do under this Agreement; (c) to prepareassign, sign, file and record, in the Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assignendorse, pledge, convey transfer and to make any agreement respecting, or otherwise transfer title in or dispose of the Copyrightsdeal with, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that the Agent may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Lenders with respect to any of the Copyrights, the Programs, the Patents and the Markssame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent shall be -------- ------- under no obligation whatsoever to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the foregoing actionsexercise of the powers granted to them herein, and neither the Agent they nor the Lenders their officers, directors, employees or agents shall have be responsible to any liability or responsibility Pledgor for any act or omission (other than the Agent's or the Lenders' failure to act hereunder, except for their own gross negligence or willful misconduct) taken with respect thereto. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreement.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, Each Pledgor hereby constitutes and subject to Section 16(j) hereof, the Grantor hereby irrevocably appoints the Agent as the Grantor's attorney-in-factfact of such Pledgor with full power of substitution either in the Agent’s name or in the name of such Pledgor to do any of the following, effective upon and during the continuance existence of an Event of Default, with full authority in provided that the place and stead of the Grantor, and in the name of the Grantor, or otherwise, from time to time, in the Agent's sole and absolute discretion to do Agent may take any of the following acts or thingsactions set forth in clause (c) below regardless of whether an Event of Default exists: (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to ask for, demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Agent’s security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 12.(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to do any and every act that the Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the Grantor's namename of the Pledgor or otherwise, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure deemed by the Agent; (e) to grant Agent as necessary, proper and convenient in connection with the preservation, perfection or issue an exclusive enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or nonexclusive license under obligating the Copyrights, the Programs, the Patents Agent or the Marks other Secured Parties to anyone upon foreclosure make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent; (f) it, or to assign, pledge, convey present or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims claim or notice, or to take any action with respect to the Pledged Collateral or institute any proceedings that part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent may reasonably deem necessary or desirable for of the protection other Secured Parties or enforcement omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Agent or any of the rights of the Lenders with respect to any of the Copyrights, the Programs, the Patents and the Marks; provided, however, that the Agent shall be -------- ------- under no obligation whatsoever to take any of the foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect theretoSecured Parties. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs power of attorney granted herein is irrevocable and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreementcoupled with an interest.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, Each Pledgor hereby constitutes and subject to Section 16(j) hereof, the Grantor hereby irrevocably appoints the Agent as the Grantor's attorney-in-fact, effective upon and during the continuance fact of an Event of Default, such Pledgor with full authority power of substitution either in the place and stead of the Grantor, and Agent’s name or in the name of the Grantor, or otherwise, from time to time, in the Agent's sole and absolute discretion such Pledgor to do any of the following acts or thingsfollowing: (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to ask for, demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Agent’s security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13.(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to do any and every act that the Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the Grantor's namename of the Pledgor or otherwise, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure deemed by the Agent; (e) Agent as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Agent or any Lender to grant make any commitment or issue an exclusive to make any inquiry as to the nature or nonexclusive license under the Copyrightssufficiency of any payment received by it, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey present or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims claim or notice, or to take any action or institute any proceedings that the Agent may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Lenders with respect to the Pledged Collateral or any of part thereof or the Copyrightsmoneys due or to become due in respect thereof or any property covered thereby, the Programs, the Patents and the Marks; provided, however, that no action taken by the Agent shall or any Lender or omitted to be -------- ------- under no obligation whatsoever to take any of the foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect theretoto the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Agent or any Lender. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs power of attorney granted herein is irrevocable and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreementcoupled with an interest.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j) hereof, the Each Grantor hereby irrevocably appoints the Agent as the Grantor's attorney-in-factfact of such Grantor upon the occurrence and during the continuance of an Event of Default solely for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Agent may deem necessary or advisable to accomplish the purposes hereof, effective which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full authority power of substitution either in the place and stead of the Grantor, and Agent's name or in the name of the such Grantor, to ask for, demand, xxx for, collect, receive receipt and give acquittance for any and all moneys due or otherwiseto become due and under and by virtue of any Collateral, from time to timeendorse checks, drafts, orders and other instruments for the payment of money payable to the applicable Grantor representing any interest or dividend, or other distribution payable in the Agent's sole and absolute discretion to do any respect of the following acts Collateral or things: (a) to do all acts and things any part thereof or on account thereof and to execute all documents necessary give full discharge for the same, to settle, compromise, prosecute or advisable to perfect and continue perfected the security interests created by this Agreement defend any action, claim or proceeding with respect thereto, and to preservesell, maintain and protect the Collateral; (b) to do any and every act that the Grantor is obligated to do under this Agreement; (c) to prepareassign, sign, file and record, in the Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assignendorse, pledge, convey transfer and make any agreement respecting, or otherwise transfer title in or dispose of the Copyrightsdeal with, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that the Agent may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Lenders with respect to any of the Copyrights, the Programs, the Patents and the Markssame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent shall be -------- ------- under no obligation whatsoever or the Lenders to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or the Lenders, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or the Lenders or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Agent or the Lenders in the absence of the foregoing actions, and neither gross negligence or wilful misconduct of the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreement.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j) hereof, the The Grantor hereby irrevocably appoints the Agent as the Grantor's its attorney-in-factfact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Agent may deem necessary or advisable to accomplish the purposes hereof, effective which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full authority power of substitution either in the place and stead of the Grantor, and Agent's name or in the name of the Grantor, to ask for, demand, sue xxx, collect, receive receipt and give acquittance for any and all moneys due or otherwiseto become due and under and by virtue of any Collateral, from time to timeendorse checks, drafts, orders and other instruments for the payment of money payable to the Grantor representing any interest or dividend, or other distribution payable in the Agent's sole and absolute discretion to do any respect of the following acts Collateral or things: (a) to do all acts and things any part thereof or on account thereof and to execute all documents necessary give full discharge for the same, to settle, compromise, prosecute or advisable to perfect and continue perfected the security interests created by this Agreement defend any action, claim or proceeding with respect thereto, and to preservesell, maintain and protect the Collateral; (b) to do any and every act that the Grantor is obligated to do under this Agreement; (c) to prepareassign, sign, file and record, in the Grantor's name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assignendorse, pledge, convey transfer and make any agreement respecting, or otherwise transfer title in or dispose of the Copyrightsdeal with, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that the Agent may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Lenders with respect to any of the Copyrights, the Programs, the Patents and the Markssame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent shall be -------- ------- under no obligation whatsoever or the Lenders to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or the Lenders, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or the Lenders or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of the foregoing actions, and neither Grantor or to any claim or action against the Agent nor or the Lenders shall have any liability in the absence of the gross negligence or responsibility for any act or omission (other than wilful misconduct of the Agent's Agent or the Lenders' own gross negligence or willful misconduct) taken with respect thereto. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreement.

Agent Appointed Attorney-in-Fact. To the full extent permitted by -------------------------------- applicable law, including the Communications Act, and subject to Section 16(j) hereof, the Each Grantor hereby irrevocably appoints the Agent as the Grantor's its attorney-in-fact, effective upon and during the continuance of an Event of Default, with full authority in the place and stead of the Grantor, such Grantor and in the name of the Grantor, such Grantor or otherwise, from at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to timetake any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, in the Agent's sole and absolute discretion to do any of the following acts or thingsincluding: (a) to do all acts ask, demand, collect, xxx for, recover, compromise, receive and things give acquittance and receipts for moneys due and to execute all documents necessary become due under or advisable to perfect and continue perfected in connection with the security interests created by this Agreement and to preserve, maintain and protect the CollateralAccounts or any other Collateral of such Grantor; (b) to do any receive and every act open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that the Grantor is obligated to do under this Agreementof Agent; (c) to preparereceive, signindorse, file and recordcollect any drafts or other instruments, in the Grantor's namedocuments, any financing statement covering the CollateralNegotiable Collateral or Chattel Paper; (d) to endorse and transfer the Collateral upon foreclosure by the Agent; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; (f) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights, the Programs, the Patents or the Marks to anyone upon foreclosure by the Agent; and (g) to file any claims or take any action or institute any proceedings that the which Agent may reasonably deem necessary or desirable for the protection or enforcement collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Lenders Agent with respect to any of the Collateral; (e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; (f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and (g) Agent, on behalf of the ProgramsLender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and 25 Intellectual Property Licenses and, if Agent shall commence any such suit, the Patents appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement. To the Marks; providedextent permitted by law, however, each Grantor hereby ratifies all that the Agent such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be -------- ------- under no obligation whatsoever to take any of the foregoing actions, and neither the Agent nor the Lenders shall have any liability or responsibility for any act or omission (other than the Agent's or the Lenders' own gross negligence or willful misconduct) taken with respect theretoirrevocable until this Agreement is terminated. The Grantor hereby agrees to repay within 10 Business Days after demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred or expended by the Agent in exercising any right or taking any action under this Agreement12.