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

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor and in the name of 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 this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor without notice to or assent by the Pledgor to do the following: (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 the Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 with respect to the Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. The 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 partner of Partnership 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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent 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 the Pledgor such Grantor and in the name of the Pledgor such Grantor or in its own name, from time to time in upon the Administrative Agent's discretionoccurrence and during the continuance of any Event of Default, for the purpose of carrying out the terms of this Agreementthe Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement 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 the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing: (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 the Pledgor or such Grantor, in its own name or otherwise, to take possession of, endorse of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible or with respect to the 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 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 the any other 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 Agent may request to evidence, effect, publicize or record the 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, liens, security interests or other encumbrances 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; andor (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and 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 receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, drafts freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other documents relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral and to enforce any other right in respect of any Collateral; , (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Pledgor such Grantor with respect to any Collateral; , (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes 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 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, to sell, transferassign, pledgeconvey, transfer or xxxxx x Xxxx on, make any agreement Contractual Obligation with respect to or and 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 and the Pledgor's expense’s option, at any time, time or from time to time, all acts and things which that the Administrative Agent deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent's Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreementthe Loan Documents, all as fully and effectively as the Pledgor such Grantor might do. . (vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the 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. (b) The Pledgor expenses of the Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in subsection 1.3(c) of the Credit Agreement, from the date of payment by the Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Agent within five (5) Business Days after demand. (c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. (b) The powers conferred on of this Section 7.1 and in accordance with 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 powersterms herein. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent 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 the Pledgor such Grantor and in the name of the Pledgor 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 this Agreementthe Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents or to exercise any of Agent’s rights or remedies under the Loan Documents. All powers, authorizations and agencies contained in this Agreement and, without are coupled with an interest and are irrevocable until Final Satisfaction. (a) 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 the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing: (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 the Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 with respect to the Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct sign and indorse any party liable for invoice, freight or express bxxx, bxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; Collateral, (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral and to enforce any other right in respect of any Collateral; , (EC) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Pledgor such Grantor with respect to any Collateral; , (FD) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; , (E) assign any Intellectual Property owned by such Grantor or any IP Licenses of such Grantor constituting Collateral throughout the world on such terms and conditions and in such manner as Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (GF) generally, to sell, transferassign, pledgeconvey, transfer or gxxxx x Xxxx on, make any agreement Contractual Obligation with respect to or and 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 and the Pledgor's expense’s option, at any time, time or from time to time, all acts and things which the Administrative that Agent deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent's Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreementthe Loan Documents, all as fully and effectively as the Pledgor such Grantor might do. The Pledgor hereby ratifies all that said attorneys shall lawfully do ; or (ii) perform or comply, or otherwise cause to be done by virtue hereofthe performance or compliance, with any Contractual Obligation of such Grantor under any Loan Document. (b) The powers conferred on expenses of Agent incurred in connection with actions undertaken as provided in this Section, together with interest thereon at the Administrative Default Rate, from the date of payment by Agent (for to the benefit of date reimbursed by 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 relevant Grantor, shall be accountable only for amounts that it actually receives as a result of the exercise of payable by such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible Grantor to the Pledgor or to any other partner of Partnership for any act or failure to actAgent on demand. (c) The Pledgor also authorizes the Administrative AgentEach Grantor hereby ratifies all actions taken, at any time and from time to time, to execute, in connection with the sale provided for in SECTION 9 by Agent or its Related Persons by virtue of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralSection.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent 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 the Pledgor such Grantor and in the name of the Pledgor such Grantor or in its own name, from time to time in upon the Administrative Agent's discretionoccurrence and during the continuance of any Event of Default, for the purpose of carrying out the terms of this Agreementthe Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement 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 the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any of the following:following when an Event of Default shall be continuing (in each case, to the extent not otherwise inconsistent with the Interercreditor Agreement): (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 the Pledgor or such Grantor, in its own name or otherwise, to take possession of, endorse of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible or with respect to the 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 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 the any other 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 Agent may request to evidence, effect, publicize or record the 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, liens, security interests or other encumbrances 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; andor (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and 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 receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, drafts freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other documents relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral and to enforce any other right in respect of any Collateral; , (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Pledgor such Grantor with respect to any Collateral; , (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes 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 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, to sell, transferassign, pledgeconvey, transfer or xxxxx x Xxxx on, make any agreement Contractual Obligation with respect to or and 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 and the Pledgor's expense’s option, at any time, time or from time to time, all acts and things which that the Administrative Agent deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent's Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreementthe Loan Documents, all as fully and effectively as the Pledgor such Grantor might do. . (vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the 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. (b) The Pledgor expenses of the Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in subsection 1.3(c) of the Credit Agreement, from the date of payment by the Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Agent within five (5) Business Days after demand (but otherwise subject to the terms of the Intercreditor Agreement). (c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. (b) The powers conferred on of this Section 7.1 and in accordance with 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 powersterms herein. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Borrower and in the name of the Pledgor such Borrower or in its own name, from time to time in the Administrative Agent's ’s discretion, for the purpose of carrying out the terms of this Loan Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement Loan Agreement, and, without limiting the generality of the foregoing, such Borrower hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Borrower, without assent by, but with notice to or assent by the Pledgor such Borrower, if an Event of Default shall have occurred and be continuing, to do the following: (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 the Pledgor such Borrower or its own name name, or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or with respect to the 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to the any other Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor such Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or 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) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's such Borrower’s expense, at any time, or and from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order ’s Liens thereon and to effect the intent of this Loan Agreement, all as fully and effectively as the Pledgor such Borrower might do. The Pledgor Each Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. (b) Each Borrower also authorizes the Agent, at any time and from time to time, to execute, in connection with any sale provided for in Section 4.07 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral and to file any initial financing statements, amendments thereto and continuation statements with or without the signature of any Borrower as authorized by applicable law, as applicable to all or any part of the Collateral. (c) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder pursuant to this Section 4.04 are solely to protect its interests (for the benefit of the Lenders) ’ interests in the Collateral and shall not impose any duty upon it the Agent 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 the Agent nor any of its officers, directors, or employees or agents shall be responsible to the Pledgor or to any other partner of Partnership Borrowers for any act or failure to actact hereunder, except for its own gross negligence, bad faith or willful misconduct. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent Affiliates, directors, partners, officers, employees, agents, counsel and advisors thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Grantor and in the name of the Pledgor 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 this Agreementthe Loan Documents, to to, upon the occurrence and during the continuance of an Event of Default, take any and all appropriate action and to execute any and all documents and instruments which document, agreement or instrument that may be necessary or desirable to accomplish the purposes of this Agreement the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent and its Affiliates, directors, partners, officers, employees, agents, counsel and advisors the power and right, on behalf of the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any of the followingfollowing when an Event of Default has occurred and is continuing: (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 the Pledgor or such Grantor, in its own name or otherwise, to take possession of, endorse of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible that is Collateral or with respect to the 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible that is Collateral or with respect to the any other Collateral or whenever payable; (ii) in the case of any Intellectual Property owned by and, in the case of copyrights, exclusively licensed to such Grantor, execute, deliver and have recorded any document, agreement or instrument that Agent may request in accordance with this Agreement to evidence, effect, publicize or record 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, liens, security interests or other encumbrances 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 and deliver, in connection with any sale provided for in Section 6.7 or Section 6.11 hereof, any document, agreement or instrument to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; andor (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and 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 receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, drafts freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other documents relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral and to enforce any other right in respect of any Collateral; , (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Pledgor such Grantor with respect to any Collateral; , (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes that are related to Collateral 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 any Grantor or any Intellectual Property licenses of any Grantor where such Grantor is the licensor thereunder throughout the world on such terms and conditions and in such manner as Agent shall in its sole discretion determine, including the execution and filing of any document, agreement or instrument necessary to effectuate or record such assignment and (H) generally, to sell, transferassign, pledgeconvey, transfer or xxxxx x Xxxx on, make any agreement contractual obligation with respect to or and 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 and the Pledgor's expense’s option, at any time, time or from time to time, all acts and things which the Administrative that Agent deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent's Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreementthe Loan Documents, all as fully and effectively as the Pledgor such Grantor might do. ; or (vi) If any Grantor fails to perform or comply with any contractual obligation contained herein, then during the existence of an Event of Default, 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. (b) The Pledgor costs and expenses (including attorneys’ fees) of Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with, during the existence of an Event of Default as set forth in Section 2.8 of the Credit Agreement, interest thereon at a rate set forth in Section 2.8 of the Credit Agreement, from the date of payment by Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to Agent on written demand by Agent to Borrower. (c) Each Grantor 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) of, and in the Collateral and shall not impose any duty upon it to exercise any such powersaccordance with, this Section 7.1. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released by Agent in writing. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Borrower and in the name of the Pledgor Borrower or in its own name, from time to time in the Administrative Agent's ’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments related to the Collateral which may be necessary or desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, the Borrower hereby gives the Administrative Agent the power and right, on behalf of the Pledgor Borrower, without notice to or assent by the Pledgor Borrower, if an Event of Default shall have occurred and be continuing, to do the following: (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 the Pledgor Borrower or its own name name, or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any insurance policy or with respect to the 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such insurance policy or with respect to the any other Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; (G) to make any filing or other submission to any Taxi Commission on behalf of the Borrower; and (GH) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's Borrower’s expense, at any time, or and from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order ’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Pledgor Borrower might do. The Pledgor Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. (b) The Borrower also authorizes the Agent, at any time and from time to time, to execute, in connection with any sale provided for in Section 9.07 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral and to file any initial financing statements amendments thereto and continuation statements with or without the signature of any Borrower as authorized by applicable law, as applicable to all or any part of the Collateral and to file any initial financing statements, amendments thereto and continuation statements with or without the signature of any Borrower as authorized by applicable law, as applicable to all or any part of the Collateral. Without limiting the foregoing, the Borrower agrees that the Agent may file a UCC-1 financing statement against the Borrower describing the Collateral as being “all assets of the debtor, whether now owned or hereafter acquired or arising, wheresoever located, together with all proceeds thereof” or words of like import. (c) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its the Agent’s and the Secured Parties’ respective interests (for the benefit of the Lenders) in the Collateral and shall not impose any duty upon it the Agent to exercise any such powers or any Secured Party to cause the Agent to exercise 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 and, without limiting Section 9.08, neither it the Agent nor any of its officers, directors, or employees or agents shall be responsible to the Pledgor Borrower or to any other partner of Partnership Secured Party for any act or failure to actact under this Section 9.04, except for its own gross negligence or willful misconduct. (cd) The Pledgor also authorizes In furtherance of the Administrative Agentforegoing, at any time the Borrower will execute and from time deliver a separate power of attorney in the form of Exhibit I and such other documents requested by the Agent to time, to execute, in connection with the sale provided for in SECTION 9 of effectuate this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralSection 9.04.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor and in the name of 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 this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor without notice to or assent by the Pledgor to do the following: (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 the Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 with respect to the Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. The 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 partner member of Partnership LLC or owner of any limited liability company interest in LLC, 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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor and in the name of 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 this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor without notice to or assent by the Pledgor to do the following: (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 the Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 with respect to the Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. The 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 partner shareholder of Partnership 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 9 10 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent 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 the Pledgor such Grantor and in the name of the Pledgor 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 this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor without notice to or assent by the Pledgor such Grantor, to do any of the following, but only when an Event of Default shall be continuing: (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 the Pledgor or such Grantor, in its own name or otherwise, to take possession of, endorse of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible or with respect to the 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 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 the any other Collateral or whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to such Grantor, execute, deliver and have recorded any document that Agent may request to evidence, effect, publicize or record 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, liens, security interests or other encumbrances 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 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; andor (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and 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 receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, drafts freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other documents relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral and to enforce any other right in respect of any Collateral; , (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Pledgor such Grantor with respect to any Collateral; , (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes 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 such Grantor or any IP Licenses of such Grantor throughout the world on such terms and conditions and in such manner as 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, to sell, transferassign, pledgeconvey, transfer or xxxxx x Xxxx on, make any agreement Contractual Obligation with respect to or and 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 and the Pledgor's expense’s option, at any time, time or from time to time, all acts and things which the Administrative that Agent deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent's Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreementthe Loan Documents, all as fully and effectively as the Pledgor such Grantor might do. . (vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, 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. (b) The Pledgor expenses of Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in subsection 1.3(c) of the Credit Agreement, from the date of payment by Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to Agent on demand. (c) Each Grantor 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 powersthis Section 7.1. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent 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 the Pledgor such Grantor and in the name of the Pledgor 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 this Agreementthe Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement 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 the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing: (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 the Pledgor or such Grantor, in its own name or otherwise, to take possession of, endorse of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible or with respect to the 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 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 the any other 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 Agent may request to evidence, effect, publicize or record 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, liens, security interests or other encumbrances 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 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; andor (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and 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 receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, drafts freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other documents relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral and to enforce any other right in respect of any Collateral; , (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Pledgor such Grantor with respect to any Collateral; , (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes 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 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, to sell, transferassign, pledgeconvey, transfer or xxxxx x Xxxx on, make any agreement Contractual Obligation with respect to or and 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 and the Pledgor's expense’s option, at any time, time or from time to time, all acts and things which the Administrative that Agent deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent's Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreementthe Loan Documents, all as fully and effectively as the Pledgor such Grantor might do. . (vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, 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. (b) The Pledgor expenses of 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 1.3(c) of the Credit Agreement, from the date of payment by Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to Agent on demand. (c) Each Grantor 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 powersthis Section 7.1. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent 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 the Pledgor such Grantor and in the name of the Pledgor 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 this Agreementthe Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement 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 the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing: (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 the Pledgor or such Grantor, in its own name or otherwise, to take possession of, endorse of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any Account or general intangible or with respect to the 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 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 the any other Collateral or whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to such Grantor, execute, deliver and have recorded any document that Agent may request to evidence, effect, publicize or record 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, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the Collateral; andterms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); (iiiiv) upon execute, in connection with any sale provided for in Article VI hereof, any document to effect or otherwise necessary or appropriate in relation to evidence the occurrence and during the continuance sale of an Event of Default, any Collateral; (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and 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 receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, drafts freight or express bxxx, bxxx of lading, storage or warehouse receipt, draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other documents relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral and to enforce any other right in respect of any Collateral; , (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Pledgor such Grantor with respect to any Collateral; , (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes 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 such Grantor or any IP Licenses of such Grantor throughout the world on such terms and conditions and in such manner as 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, to sell, transferassign, pledgeconvey, transfer or gxxxx x Xxxx on, make any agreement Contractual Obligation with respect to or and 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 and the Pledgor's expenseoption, at any time, time or from time to time, all acts and things which the Administrative that Agent deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent's Secured Parties' security interest therein, in order interests therein and to effect the intent of this Agreementthe Loan Documents, all as fully and effectively as the Pledgor such Grantor might do. ; or (vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, 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. (b) The Pledgor out-of-pocket expenses of 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 1.3(c) of the Credit Agreement, from the date of payment by Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to Agent on demand. (c) Each Grantor 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 powersthis Section 7.1. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Grantor and in the name of the Pledgor 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 this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor to do the following: (i) upon the occurrence and continuation of an Event of Default to ask, demand, collect, receive receive, and give acceptances acquittances and receipts for any and all moneys due and to become due with respect to the under any Collateral and, in the name of the Pledgor such Grantor or its own name or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances acceptances, or other instruments Instruments for the payment of moneys due with respect to the under any 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 with respect under any Collateral whenever payable 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 Agent for the purpose of collecting any and all such moneys due under any Collateral or whenever payable; (ii) to pay or discharge taxes, liensLiens, security interests interests, or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to under any of the Collateral to make payment of any and all moneys due due, and to become due thereunder thereunder, directly to Agent for the Administrative Agent ratable benefit of Holders or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due due, and to become due at any time time, in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, and notices in connection with accounts and other documents Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions actions, or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action action, or proceeding brought against the Pledgor such Grantor with respect to any Collateral; (F) to settle, compromise compromise, or adjust any suit, action action, or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generallyto 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 Copyright, Patent, or Trademark, throughout the world for such term or terms, on such conditions, and in such manner, as Agent shall in its sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to to, or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgorsuch Grantor's expense, at any time, or from time to time, all acts and things which the Administrative that Agent reasonably deems necessary to protect, preserve preserve, or realize upon the Collateral and the Administrative Agent's security interest and Holders' Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as the Pledgor such Grantor might do. (b) Agent agrees that, except upon the occurrence and during the continuation of a Default or an Event of Default, it will forebear from exercising the power of attorney or any rights granted to Agent for the ratable benefit of Holders pursuant to this SECTION 6. The Pledgor Each Grantor hereby ratifies ratifies, to the extent permitted by law, all that said attorneys 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 indefeasibly paid in full. (bc) The powers conferred on the Administrative Agent (for the ratable benefit of the Lenders) Holders hereunder are solely to protect its Agent's and Holders' 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, powers and neither it nor any of its officers, directors, employees employees, or agents shall be responsible to the Pledgor or to any other partner of Partnership Grantor for any act or failure to act, except for its own gross negligence or willful misconduct. (cd) The Pledgor Each Grantor also authorizes the Administrative Agent, at any time and from time to timetime upon the occurrence and during the continuation of any Default or Event of Default, (i) to 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) to execute, in connection with the sale provided for in SECTION 9 of this Agreement8 hereof, any indorsementsendorsements, assignments assignments, or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any each officer or agent thereof, of Agent with full power of substitution, as its such Pledgor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the such Pledgor and in the name of the Pledgor such Xxxxxxx or in its such attorney-in-fact’s own name, from time to time in the Administrative Agent's discretiondiscretion of each such attorney-in-fact, following the occurrence of an Event of Default, for the purpose of carrying out the terms of this Pledge Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Pledge Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent each such attorney-in-fact the power and right, from and after an Event of Default, on behalf of the Pledgor such Xxxxxxx, without notice to or assent by the Pledgor such Pledgor, to do the following: (i) upon to collect and otherwise take possession of and title to any and all distributions of cash or other property due or distributable at any time after the occurrence date hereof to such Pledgor as a partner from any Issuer, whether in complete or partial liquidation or otherwise, and continuation to prosecute or defend any action or proceeding in any court of an Event of Default law or equity or otherwise deemed appropriate by such attorney-in-fact for the purpose hereof; (ii) to ask, demand, collect, receive and give acceptances and receipts for any and all moneys due and to become due with respect to the under any Pledged Collateral and, in the name of the such Pledgor or its such attorney-in-fact’s own name or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to the under any Pledged 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 such attorney-in-fact for the purpose of collecting any and all such moneys due with respect to the under any Pledged Collateral or whenever payable; (iiiii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Collateral, to effect any repairs or any insurance called for with respect to any of the Pledged Collateral by the terms of this Pledge Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iiiiv) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to under any of the Pledgor with respect to the Pledged Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent such attorney-in-fact shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Pledged Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Pledged Collateral or any portion thereof and to enforce any other right in respect of any Pledged Collateral; (ED) to defend any suit, action or proceeding brought against the such Pledgor with respect to any Pledged Collateral; (FE) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent such attorney-in-fact may deem appropriate; and (GF) generally, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though the Administrative Agent such attorney-in fact were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgor's of such attorney-in-fact at Pledgors’ expense, at any time, or from time to time, all acts and things which the Administrative Agent such attorney-in-fact reasonably deems necessary to protect, preserve or realize upon the Pledged Collateral and the Administrative Agent's security interest of Agent therein, in order to effect the intent of this Pledge Agreement, all as fully and effectively as the such Pledgor might do. The Each Pledgor hereby ratifies ratifies, to the extent permitted by law, all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. (b) The powers conferred on the Administrative Agent (for the benefit of the Lenders) each attorney-in-fact hereunder are solely to protect its interests (for the benefit of the Lenders) interest in the Pledged Collateral of Agent and shall not impose any duty upon it any such attorney-in-fact to exercise any such powers. The Administrative Agent Each such attorney-in-fact shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, powers and neither it nor any of its officers, directors, managers, employees or agents shall be responsible to the any Pledgor or to any other partner of Partnership for any act or failure to actact unless such action or failure to act constitutes gross negligence. (c) The Each Pledgor also authorizes the Administrative Agent, Agent and each officer or agent of Agent at any time and from time to time, upon the occurrence of any Event of Default, to execute, in connection with the sale provided for in SECTION Section 9 of this Pledge Agreement, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to any of the Pledged Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent (and any officer all officers, employees or agent thereofdesignated by Agent), with full power of substitution, as its such Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Grantor and in the name of the Pledgor such Grantor or in its own name, from time to time in the Administrative Agent's ’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Instruments that may be necessary or desirable to accomplish the purposes of this Agreement the Loan Documents and, without limiting the generality of the foregoing, such Grantor hereby gives the Administrative grants to Agent the power and right, on behalf of the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, and at any time, to do the following: , subject to any limitation expressly provided for in the Credit Agreement or any other Loan Document: (ia) upon change the occurrence mailing address of such Grantor, open a post office box on behalf of such Grantor, open mail for such Grantor, and continuation of an Event of Default to ask, demand, collect, receive and give acceptances acquittances and receipts for any and all moneys due and to become due with respect to the Collateral andfor, in the name of the Pledgor or its own name or otherwise, to take possession of, or endorse and collect receive payment of, any checks, drafts, notes, acceptances acceptances, or other instruments Instruments for the payment of moneys due due, and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any of the Collateral; (b) effect any repairs to any of the Collateral, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any Taxes or Liens (other than Liens permitted under this Security Agreement or the Collateral Credit Agreement) levied or placed on or threatened against such Grantor or the Collateral; (d) defend any suit, action or proceeding brought against such Grantor if such Grantor does not defend such suit, action or proceeding or if Agent believes that such Grantor is not pursuing such defense in a manner that will maximize the recovery to Agent, and to settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Agent may deem appropriate; (e) file or prosecute any claim or to take any other action claim, litigation, suit or proceeding in any court of law competent jurisdiction or equity before any arbitrator, or take any other action otherwise as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due with respect to the Collateral or such Grantor whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral payable and to enforce any other right in respect of any the Collateral; (Ef) to defend any suit, action or proceeding brought against the Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generally, to sell, transfer, pledge, make any agreement with respect to to, 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 purposesCollateral, and to do, at the Administrative Agent's option and the Pledgor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest thereinexecute, in order connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; (g) cause the certified public accountants then engaged by such Grantor to effect the intent of this Agreement, all as fully prepare and effectively as the Pledgor might do. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause deliver 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 partner of Partnership for any act or failure to act. (c) The Pledgor also authorizes the Administrative Agent, at any time and from time to time, promptly upon Agent’s request, the following reports: (i) a reconciliation of all of its Accounts, (ii) an aging of all such Accounts; (iii) trial balances; (iv) test verifications of such Accounts as Agent may request; and (v) the results of each physical verification of its Inventory; (h) communicate in its own name with any Account Debtors of such Grantor, parties to any Contracts of such Grantor or other obligors of such Grantor in respect of Instruments or Chattel Paper of such Grantor with regard to the assignment of the right, title and interest of such Grantor in, to and under such Accounts, Contracts, Instruments, Chattel Paper, General Intangibles and other matters relating thereto; (i) file such financing statements with respect to the Security Agreement, with or without such Grantor’s signature, or file a photocopy of this Security Agreement in substitution for a financing statement, as Agent may deem appropriate and to execute in Grantor’s name such financing statements and amendments thereto and continuation statements that may require such Grantor’s signature; (j) execute, in connection with the any sale provided for in SECTION 9 of this Agreementany Loan Document, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralCollateral and to otherwise direct such sale or resale, all as though Agent were the absolute owner of the Collateral for all purposes; and (k) do, at Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and other things that Agent reasonably deems necessary to perfect, preserve, or realize upon the Collateral and Agent’s Liens thereon, all as fully and effectively as such Grantor might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said Agent shall lawfully do or cause to be done by virtue hereof. The power of attorney granted herein is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Agent pursuant to this Section 7, for the benefit of Agent and Lenders, are solely to protect Agent’s Liens upon and interests in the Collateral (for the benefit of Agent and Lenders) and shall not impose any duty upon Agent or any Lender to exercise any such powers except as otherwise expressly provided for therein. Agent agrees that (a) except for the powers granted in clause (i) above, it shall not exercise any power or authority granted pursuant to this Section 7 unless an Event of Default has occurred and is continuing, and (b) Agent shall account for any moneys received by Agent in respect of any foreclosure on or disposition of any of the Collateral pursuant to the powers of attorney granted herein; provided, that, except as set forth in Section 10, neither Agent nor any Lender shall have any duty as to any Collateral except as otherwise expressly required under applicable law, and Agent and Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. NONE OF AGENT, LENDERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Seller hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Seller and in the name of the Pledgor such 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 this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement Repurchase Agreement, and, without limiting the generality of the foregoing, each Seller hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Seller, without assent by, but with notice to or assent by the Pledgor to, such Seller, if an Event of Default shall have occurred and be continuing, to do the following: (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 the Pledgor each Seller or its own name name, or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or payable on or with respect to the Collateral any Purchased Items 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 Buyer for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to the Collateral or any Purchased Items whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against any of the CollateralPurchased Items; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral under any Purchased Items to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any CollateralPurchased Items; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to any of the CollateralPurchased Items; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral Purchased Items or any portion thereof and to enforce any other right in respect of any CollateralPurchased Items; (E) to defend any suit, action or proceeding brought against the Pledgor any Seller with respect to any CollateralPurchased Items; (F) to settle, compromise or adjust any suit, action or 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) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral Purchased Items as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgor's Sellers' expense, at any time, or and from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral Purchased Items and the Administrative Agent's security interest therein, in order Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as the Pledgor such Seller might do; and (iv) to effectuate the transfer of servicing to the designee of the Agent. The Pledgor Each Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. (b) Each Seller also authorizes the Agent, at any time and from time to time, to execute, in connection with any sale provided for in Section 9 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Items and to file any initial financing statements, amendments thereto and continuation statements with or without the signature of any Seller as authorized by applicable law, as applicable to all or any part of the Purchased Items. (c) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder pursuant to this Section 4.04 are solely to protect its the interests (for the benefit of the Lenders) Buyers in the Collateral Purchased Items and shall not impose any duty upon it the Agent 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 the Agent nor any of its officers, directors, or employees or agents shall be responsible to the Pledgor or to any other partner of Partnership Sellers for any act or failure to actact hereunder, except for its own gross negligence or willful misconduct. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Pledgor Grantor or in its own name, from time to time in the Administrative at Agent's ’s discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and the right, on behalf of the Pledgor Grantor, without notice to or assent by the Pledgor Grantor, to do the following: (i) upon the occurrence and continuation of an Event of Default to ask, demand, collect, receive and give acceptances acquittances and receipts for any and all moneys monies due and or to become due with respect to the under any Collateral and, in the name of the Pledgor or Grantor in its own name or otherwise, otherwise to take possession of, endorse and collect any checks, drafts, notesnote, acceptances or other instruments Instruments for the payment of moneys monies due with respect to the under any 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys monies due with respect to the under any Collateral or whenever payable; (ii) to pay or discharge taxesany Liens, liensincluding, security interests or other encumbrances without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) upon the occurrence and during the continuance of an Event of Default, to (A1) to direct any party person liable for any payment to the Pledgor with under or in respect to of any of the Collateral to make payment of any and all moneys monies due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; , (B2) to receive payment of and receipt for any and all moneysmonies, claims and other amounts due and or to become due at any time arising out of or in respect of or arising out of any Collateral; , (C3) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts Accounts and other documents Instruments and Documents constituting or relating to the Collateral; , (D4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E5) to defend any suit, action or proceeding brought against the Pledgor Grantor with respect to any Collateral; , (F6) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; , and (G7) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems may reasonably deem necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, ’s Lien therein in order to effect the intent of this Security Agreement, all as fully and effectively as the Pledgor Grantor might do. (b) Agent agrees that, except upon the occurrence of an Event of Default or Potential Event of Default, it shall not exercise the power of attorney or any rights granted to Agent pursuant to this Section 6. The Pledgor Grantor hereby ratifies ratifies, to the extent permitted by law, all that said attorneys attorney 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 paid and performed in full. (bc) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its Banks’ and Agent’s 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, powers and neither it nor any of its officers, directors, employees employees, agents or agents representatives shall be responsible to the Pledgor or to any other partner of Partnership Grantor for any act or failure to act, except for its own gross negligence or willful misconduct. (cd) The Pledgor Grantor also authorizes the Administrative Agent, at any time and from time to timetime upon the occurrence of any Event of Default or Potential 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 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 9 of this AgreementSection 7 hereof, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) If Grantor fails to perform or comply with any of its agreements contained herein and Agent, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including attorneys’ fees, of Agent incurred in connection with such performance or compliance, together with interest thereon at the rate then in effect in respect of the Loans, shall be payable by Grantor to Agent on demand and shall constitute Secured Obligations secured hereby.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Borrower hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Borrower and in the name of the Pledgor Borrower or in its own name, from time to time in the Administrative Agent's discretion’s discretion following the occurrence and during the continuance of an Event of Default, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor Borrower without notice to or assent by the Pledgor Borrower, to do the following: (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 the Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 with respect to the Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due or to become due under or in connection with any Collateral, including, without limitation, any Loan Receivable; and (ii) upon the occurrence and during the continuance of an Event of Default (A) to direct any FCC Borrower or any other party liable for any payment to due the Pledgor Borrower with respect to any of the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral, including, without limitation, any Loan Receivable; (C) to sign and endorse indorse any invoices, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral (including, without limitation, any Loan Receivable) or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor Borrower with respect to any CollateralCollateral (including, without limitation, any Loan Receivable); (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generally, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's Borrower’s expense, at any time, time or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's ’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor Borrower might do. . (b) The Pledgor Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. (bc) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its the interests (for the benefit of the Lenders) Agent 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 partner of Partnership Borrower for any act or failure to act, except for its gross negligence or willful misconduct. (cd) The Pledgor Borrower also authorizes the Administrative Agent, Agent at any time and from time to time, time following the occurrence and during the continuance of an Event of Default to execute, in connection with the sale provided for in SECTION 9 of this Agreement, execute any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Pledgor Grantor or in its own name, from time to time in the Administrative at Agent's ’s discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and the right, on behalf of the Pledgor Grantor, without notice to or assent by the Pledgor Grantor, to do the following: (i) upon the occurrence and continuation of an Event of Default to ask, demand, collect, receive and give acceptances acquittances and receipts for any and all moneys monies due and or to become due with respect to the under any Collateral and, in the name of the Pledgor or Grantor in its own name or otherwise, otherwise to take possession of, endorse and collect any checks, drafts, notesnote, acceptances or other instruments for the payment of moneys monies due with respect to the under any 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys monies due with respect to the under any Collateral or whenever payable; (ii) to pay or discharge taxesany Liens, liensincluding, security interests or other encumbrances without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) upon the occurrence and during the continuance of an Event of Default, to (A1) to direct any party person liable for any payment to the Pledgor with under or in respect to of any of the Collateral to make payment of any and all moneys monies due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; , (B2) to receive payment of and receipt for any and all moneysmonies, claims and other amounts due and or to become due at any time arising out of or in respect of or arising out of any Collateral; , (C3) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other instruments and documents constituting or relating to the Collateral; , (D4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E5) to defend any suit, action or proceeding brought against the Pledgor Grantor with respect to any Collateral; , (F6) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; , and (G7) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems may reasonably deem necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, ’s Lien therein in order to effect the intent of this Security Agreement, all as fully and effectively as the Pledgor Grantor might do. (b) Agent agrees that, except during the continuance of an Event of Default, it shall not exercise the power of attorney or any rights granted to Agent pursuant to this Section 6. The Pledgor Grantor hereby ratifies ratifies, to the extent permitted by law, all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof and in accordance with the terms 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 paid and performed in full. (bc) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its Secured Parties’ and Agent’s interests (for the benefit of the Lenders) in the Collateral and shall not impose any duty upon it Agent or Secured Parties 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, powers and neither it nor any of its officers, directors, employees employees, agents or agents representatives shall be responsible to the Pledgor or to any other partner of Partnership Grantor for any act or failure to act, except for its own gross negligence or willful misconduct. (cd) The Pledgor Grantor also authorizes the Administrative Agent, at any time and from time to timetime during the continuance of any Event of Default, to (i) communicate in its own name with any party to any Container Related Agreement with regard to the assignment of the right, title and interest of Grantor in and under the Container Related Agreements hereunder and other matters relating thereto and (ii) execute, in connection with the sale of Collateral provided for in SECTION 9 of this AgreementSection 7 hereof, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) If Grantor fails to perform or comply with any of its agreements contained herein and Agent, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including attorneys’ fees, of Agent incurred in connection with such performance or compliance, together with interest thereon at the rate then in effect in respect of the Loans, shall be payable by Grantor to Agent on demand and shall constitute Secured Obligations secured hereby.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor any Grantor and in the name of the Pledgor such Grantor or in its own name, from time to time in the Administrative Agent's discretion, sole discretion for the purpose of carrying out the terms of this Supplemental Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Supplemental Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent grants to Agent, the power and right, on behalf of the Pledgor each Grantor, without notice to or assent by any Grantor except as otherwise specifically provided for herein or in the Pledgor Credit Agreement, and at any time, to do the following:following (provided, however, that Agent may only take the actions in CLAUSES (I), (III). (IV), (VI) AND (VII) THROUGH (XIV) so long as any Event of Default shall have occurred and be continuing): (i) in the name of each Grantor, in its own name or otherwise, take possession of, endorse and receive payment of any checks, drafts, notes, acceptances, or other Instruments for the payment of monies due under any Collateral; (ii) upon Grantor's failure to maintain the occurrence insurance required by the Credit Agreement, continue any insurance existing pursuant to the terms of this Supplemental Security Agreement, the Credit Agreement or any other Loan Document, and continuation pay all or any part of an Event the premiums therefor and the costs thereof; (iii) receive payment of Default any and all monies, claims, and other amounts due or to become due at any time arising out of or in respect of any Collateral; (iv) ask, demand, collect, receive and give acceptances acquittances and receipts for any and all moneys money due and or to become due with respect under any Collateral; (v) upon Grantor's failure to take any such action when required under the Credit Agreement, pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral to the extent that any such action may be necessary or desirable to protect or preserve the Collateral or the first priority, perfected security interest of Agent, in the Collateral; (vi) effect any repairs; (vii) direct any party liable for any payment under or in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder, directly to Agent or as Agent shall direct; (viii) sign and endorse any invoices, 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 constituting or related to the Collateral. (ix) settle, compromise or adjust any suit, action, or proceeding described herein and, in the name of the Pledgor connection therewith, give such discharges or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to the Collateral and to releases as Agent may deem appropriate; (x) file any claim or to take or commence 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 monies due with respect to the under any Collateral or whenever payable; (iixi) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; ; (Exii) to defend any suit, action or proceeding brought against the Pledgor any Grantor with respect to any Collateral; (F) to settle, compromise or adjust any Collateral if such Grantor does not defend such suit, action or proceeding described above andor if Agent believes that such Grantor is not pursuing such defense in a manner that will maximize the recovery with respect to such Collateral; (xiii) license or, to the extent permitted by an applicable license, sublicense whether general, specific or otherwise, and whether on an exclusive or non-exclusive basis, any Trademark for such consideration and on such terms and conditions and in such manner as Agent shall, in connection therewithits sole discretion, to give such discharges or releases as the Administrative Agent may deem appropriatedetermine; and and (Gxiv) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes. (b) Each Grantor hereby ratifies, and to dothe extent permitted by law, at the Administrative Agent's option and the Pledgor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. The Pledgor hereby ratifies all that said attorneys 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 all of the Obligations are indefeasibly paid or otherwise satisfied in full. (bc) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its Agent's interests (for the benefit of the Lenders) in the Collateral and shall not impose any duty upon it Agent to exercise any such powers. The Administrative Agent shall not be accountable only for any amount other than amounts that it actually receives as a result of the exercise of such powers, powers and neither it nor any none of its Agent's officers, directors, employees employees, agents or agents representatives shall be responsible to the Pledgor or to any other partner of Partnership Grantor for any act or failure to act, except individually (and not jointly and severally) for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction after all possible appeals have been exhausted. (cd) The Pledgor Each Grantor also authorizes the Administrative Agent, Agent at any time and from time to timetime 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 any Grantor in and under the Contracts and other matters relating thereto, and (ii) execute, in connection with the any sale provided for in SECTION 9 of this Agreement7 hereof, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Borrower and in the name of the Pledgor such Borrower or in its own name, from time to time in the Administrative Agent's ’s discretion, for the purpose of carrying out the terms of this Loan Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement Loan Agreement, and, without limiting the generality of the foregoing, such Borrower hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Borrower, without assent by, but with notice to or assent by the Pledgor such Borrower, if an Event of Default shall have occurred and be continuing, to do the following: (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 the Pledgor such Borrower or its own name name, or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or with respect to the 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to the any other Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor such Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or 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) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's such Borrower’s expense, at any time, or and from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order ’s Liens thereon and to effect the intent of this Loan Agreement, all as fully and effectively as the Pledgor such Borrower might do. The Pledgor Each Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. (b) Each Borrower also authorizes the Agent, at any time and from time to time, to execute, in connection with any sale provided for in Section 4.07 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral and to file any initial financing statements, amendments thereto and continuation statements with or without the signature of any Borrower as authorized by applicable law, as applicable to all or any part of the Collateral. (c) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder pursuant to this Section 4.04 are solely to protect its the Lender’s interests (for the benefit of the Lenders) in the Collateral and shall not impose any duty upon it the Agent 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 the Agent nor any of its officers, directors, or employees or agents shall be responsible to the Pledgor or to any other partner of Partnership Borrowers for any act or failure to actact hereunder, except for its own gross negligence, bad faith or willful misconduct. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the such Pledgor and in the name of the such 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 this Pledge Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement Pledge Agreement, and, without limiting the generality of the foregoing, each Pledgor hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Pledgor, without notice to or assent by the Pledgor such Pledgor, to do any or all of the following: (i) following 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 the Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 with respect to the Collateral or whenever payable;Default: (iii) to pay or discharge taxes, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against the Collateral; (ii) execute, in connection with any sale provided for in this Pledge Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (EB) to defend any suit, action or proceeding brought against the such Pledgor with respect to any Collateral; (FC) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (GD) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the such Pledgor's ’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order ’s and the Secured Parties’ Security Interests therein and to effect the intent of this Pledge Agreement, all as fully and effectively as the such Pledgor might do. . (b) If any Pledgor fails to perform or comply with any of its agreements contained herein, the Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 10(a). (c) The expenses of the Agent incurred in connection with actions taken pursuant to the terms of this Pledge Agreement shall be payable by the Pledgors to the Agent on demand. (d) Each 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) hereof in the Collateral and shall not impose any duty upon it to exercise any such powersaccordance with Section 10(a). The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Pledge Agreement are coupled with an interest and are irrevocable until this Pledge Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actSecurity Interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer officer, designee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Borrower and in the name of the Pledgor Borrower or in its own name, from time to time in Agent’s discretion following the Administrative Agent's discretionoccurrence and during the continuation of an Event of Default, for the purpose of carrying out the terms of this Agreement, the other Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement Agreement, the other Loan Documents, and, without limiting the generality of the foregoing, Borrower hereby gives the Administrative to Agent the power and right, on behalf of the Pledgor Borrower, without assent by, but with prior notice to or assent by the Pledgor to, Borrower, to do the followingfollowing during the continuance of an Event of Default, in each case subject to the terms of the Collaterally Assigned Loan Documents: (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 the Pledgor Borrower or its own name name, or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or with respect to the 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 as deemed to be appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to the any other Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances Taxes and Liens levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem to be appropriate; and (G) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's Borrower’s expense, at any time, or and from time to time, all acts and things which the Administrative that Agent deems to be necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order ’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Pledgor Borrower might do. The Pledgor Borrower hereby ratifies all that said attorneys attorneys-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until the repayment in full of all Secured Obligations hereunder. (bx) Xxxxxxxx also authorizes Agent, at any time and from time to time, to execute, in connection with any sale provided for in Section 5.07, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its Agent’s interests (for the benefit of the Lenders) in the Collateral and shall not impose any duty upon it Agent 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 Agent nor any of its officers, directors, or employees or agents shall be responsible to the Pledgor or to any other partner of Partnership Borrower for any act or failure to actact hereunder, except for its own gross negligence, fraud, illegal acts or willful misconduct, as determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Seller Party hereby irrevocably constitutes and appoints the Administrative Agent on behalf of Buyers and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Seller Party, as applicable, and in the name of the Pledgor such Seller Party, as applicable, or in its own name, from time to time in the Administrative Agent's ’s discretion, for the purpose of carrying out the terms of this Agreement, Agreement and to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement andAgreement, without in each case, subject to the terms of this Agreement. Without limiting the generality of the foregoing, each Seller Party hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Seller Party, as applicable, without assent by, but with notice to or assent by the Pledgor to, such Seller Party, as applicable, if an Event of Default shall have occurred and be continuing, to do the following: (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 the Pledgor such Seller Party, as applicable, or in its own name name, or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to the Collateral any other Repurchase Assets 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 with respect to the Collateral or any other Repurchase Assets whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances Taxes and Liens levied or placed on or threatened against the CollateralRepurchase Assets; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral under any Repurchase Assets to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, including, without limitation, any payment agent with respect to any Repurchase Asset; (B) to send “goodbye” letters on behalf of such Seller Party and Servicer; (C) to ask or demand for, collect, receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any CollateralRepurchase Assets; (CD) to sign and endorse any invoices, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to the Collateralany Repurchase Assets; (DE) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral Repurchase Assets or any proceeds thereof and to enforce any other right in respect of any CollateralRepurchase Assets; (EF) to defend any suit, action or proceeding brought against the Pledgor such Seller Party with respect to any CollateralRepurchase Assets; (FG) to settle, compromise or adjust any suit, action or proceeding described in clause (F) above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; (H) to cause the mortgagee ID with respect to each HECM Loan to be transferred to any successor to such HECM Loan or its agent as determined by Agent; and (GI) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral Repurchase Assets as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's Seller’s expense, at any time, or and from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral Repurchase Assets and the Administrative Agent's security interest therein, in order ’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Pledgor such Seller Party might do. The Pledgor Each Seller Party hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. (b) . This power of attorney is a power coupled with an interest and shall be irrevocable. In addition to the foregoing, each Seller Party agrees to execute a Power of Attorney, in the form of Exhibit J hereto, to be delivered on the date hereof. Each Seller Party and Agent acknowledges that the Powers of Attorney shall terminate on the Termination Date and satisfaction in full of the Obligations. Each Seller Party also authorizes Agent, if an Event of Default shall have occurred and is 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 the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its Agent’s interests (for the benefit on behalf of the LendersBuyers) in the Collateral 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 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 partner of Partnership Seller Parties for any act or failure to actact hereunder, except for its or their own gross negligence or willful misconduct. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes appoints, which appointment is irrevocable and appoints coupled with an interest, effective upon and during the Administrative occurrence of an Event of Default, Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Grantor and in the name of the Pledgor such Grantor or in its own name, from time to time in the Administrative Agent's discretionotherwise, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, either in Agent’s name or in the Pledgor name of such Grantor or otherwise, without notice to or assent by the Pledgor such Grantor, to do any or all of the following, in each case after and during the occurrence of an Event of Default and after written notice by Agent of its intent to do so: (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 the Pledgor or its own name or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to the 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or with respect to the any other Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against the Collateral; and; (iii) upon execute, in connection with any sale provided for in Section 8, any endorsements, assignments or other instruments of conveyance or transfer with respect to the occurrence Collateral; (iv) obtain and during the continuance of an Event of Default, adjust insurance maintained by such Grantor or paid to Agent; (Av) to direct any party liable for any payment to the Pledgor with respect to under any of the Collateral to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; ; (Bvi) to ask or demand for, collect and receive payment of and receipt for of, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; ; (Cvii) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to any of the Collateral; ; (Dviii) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; ; (Eix) to defend any suit, action or proceeding brought against the Pledgor such Grantor with respect to any Collateral; Collateral (Fwith such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its affiliates in any manner other than with respect to its continuing rights in such Collateral); (x) settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriateappropriate (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its affiliates in any manner other than with respect to its continuing rights in such Collateral); and and (Gxi) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative that Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's ’s and Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreement, all as fully and effectively as the Pledgor such Grantor might do. Anything in this Section 7(a) to the contrary notwithstanding, Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7(a) unless an Event of Default shall have occurred and be continuing. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. (c) The Pledgor expenses of Agent incurred in connection with actions undertaken as provided in this Section 7, together with interest thereon at a rate 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 Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to Agent on demand. (d) Each Grantor 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 All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Debtor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its Debtor's true and lawful attorney-in-fact with full irrevocable power and authority authority, after the occurrence and during continuance of an Event of Default, in the place and stead of the Pledgor Debtor and in the name of the Pledgor Debtor or in its Agent's own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives grants to Agent, for the Administrative Agent benefit of Lenders, the power and right, on behalf of the Pledgor Debtor without notice to or assent by the Pledgor to do the followingDebtor: (ia) upon To execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments including, but not limited to, those relating to aircraft or marine vessels, as Agent may deem necessary or desirable to protect, perfect and validate the security interest of Agent therein. (b) 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 the Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 with respect to the Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an any Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (Ci) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, assignments verifications and notices in connection with accounts and other documents relating to the Collateral; (Dii) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (Eiii) to defend any suit, action or proceeding brought against the Pledgor Debtor with respect to any Collateral; (Fiv) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent Lenders may deem appropriate; and (Gv) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent Lenders were the absolute owner thereof for all purposes, purposes and to do, at the Administrative Agent's option and the PledgorDebtor's expense, at any time, time or from time to time, all acts and things which the Administrative Agent deems Lenders deem necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor Debtor might do. The Pledgor Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. (b) . This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred on the Administrative upon Agent (for the benefit of the Lenders) hereunder are solely to protect its interests (for the benefit of the Lenders) ' interests in the Collateral and shall not impose any duty upon it Agent or Lenders to exercise any such powers. The Administrative Agent and Lenders shall be accountable only for amounts that it Agent or Lenders actually receives receive as a result of the exercise of such powers, powers and neither it Agent, any Lenders nor any of its their respective officers, directors, employees or agents shall be responsible to the Pledgor or to any other partner of Partnership Debtor for any act or failure to act, except for Agent's or Lenders' own gross negligence or willful misconduct. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent Agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Grantor and in the name of the Pledgor each 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 this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor each Grantor, without notice to or assent by the Pledgor any Grantor to do the followingfollowing after the Senior Loans has been paid in full: (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 the Pledgor each Grantor or its own name or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due with respect to the under any Collateral and to file any claim or to take any other action or proceeding in any court receive payment of law or equity or otherwise as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys monies, claims, and other amounts due with or to become due at any time arising out of or in respect to the Collateral or whenever payableof any Collateral; (ii) to pay or discharge taxes, liensLiens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefore and the costs thereof; and (iii) upon Upon the occurrence and during the continuance continuation of an Event of Default, Default (A) to direct any party liable for any payment to the Pledgor with respect to under any of the Collateral to make payment of any and all moneys due due, and to become due thereunder thereunder, directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask, demand and receive payment of and receipt for of any and all moneys, claims and other amounts due due, and to become due at any time time, in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, 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 Documents constituting or relating to the Collateral; (D) to refile any claim or take or commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor any Grantor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. The 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 partner of Partnership 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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.such

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Borrower and in the name of the Pledgor Borrower or in its own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of this Loan Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement Loan Agreement, and, without limiting the generality of the foregoing, the Borrower hereby gives the Administrative Agent the power and right, on behalf of the Pledgor Borrower, without assent by, but with notice to or assent by to, the Pledgor Borrower, to do the following: (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 the Pledgor Borrower or its own name name, or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any insurance or with respect to the 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such insurance or with respect to the any other Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or 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) subject to the Uniform Commercial Code and other applicable law, generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the PledgorBorrower's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order Liens thereon and to effect the intent of this Loan Agreement, all as fully and effectively as the Pledgor Borrower might do. The Pledgor This power of attorney is a power coupled with an interest and shall be irrevocable. Notwithstanding the foregoing, the power of attorney hereby ratifies all that said attorneys shall lawfully do or cause to granted may be done by virtue hereofexercised only after the occurrence and during the continuance of any Event of Default hereunder. (b) The Borrower also authorizes the Agent, at any time after the occurrence and during the continuance of any Event of Default hereunder, to execute, in connection with the sale provided for in Section 4.06 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its the Agent's and each Lender's interests (for the benefit of the Lenders) in the Collateral and shall not impose any duty upon it the Agent 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 the Agent nor any of its officers, directors, or employees or agents shall be responsible to the Pledgor or to any other partner of Partnership Borrower for any act or failure to actact hereunder, except for its own gross negligence or willful misconduct. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor any Grantor and in the name of the Pledgor such Grantor or in its own name, from time to time in the Administrative Agent's discretion, sole discretion for the purpose of carrying out the terms of this Supplemental Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Supplemental Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent grants to Agent, the power and right, on behalf of the Pledgor each Grantor, without notice to or assent by any Grantor except as otherwise specifically provided for herein or in the Pledgor Credit Agreement, and at any time, to do the following:following (provided, however, that Agent may only take the actions in clauses (i), (iii). (iv), (vi) and (vii) through (xiv) so long as any Event of ------------------------------------------------------ Default shall have occurred and be continuing): (i) in the name of each Grantor, in its own name or otherwise, take possession of, endorse and receive payment of any checks, drafts, notes, acceptances, or other Instruments for the payment of monies due under any Collateral; (ii) upon Grantor's failure to maintain the occurrence insurance required by the Credit Agreement, continue any insurance existing pursuant to the terms of this Supplemental Security Agreement, the Credit Agreement or any other Loan Document, and continuation pay all or any part of an Event the premiums therefor and the costs thereof; (iii) receive payment of Default any and all monies, claims, and other amounts due or to become due at any time arising out of or in respect of any Collateral; (iv) ask, demand, collect, receive and give acceptances acquittances and receipts for any and all moneys money due and or to become due with respect under any Collateral; (v) upon Grantor's failure to take any such action when required under the Credit Agreement, pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral to the extent that any such action may be necessary or desirable to protect or preserve the Collateral or the first priority, perfected security interest of Agent, in the Collateral; (vi) effect any repairs; (vii) direct any party liable for any payment under or in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder, directly to Agent or as Agent shall direct; (viii) sign and endorse any invoices, 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 constituting or related to the Collateral. (ix) settle, compromise or adjust any suit, action, or proceeding described herein and, in the name of the Pledgor connection therewith, give such discharges or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to the Collateral and to releases as Agent may deem appropriate; (x) file any claim or to take or commence 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 monies due with respect to the under any Collateral or whenever payable; (iixi) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; ; (Exii) to defend any suit, action or proceeding brought against the Pledgor any Grantor with respect to any Collateral; (F) to settle, compromise or adjust any Collateral if such Grantor does not defend such suit, action or proceeding described above andor if Agent believes that such Grantor is not pursuing such defense in a manner that will maximize the recovery with respect to such Collateral; (xiii) license or, to the extent permitted by an applicable license, sublicense whether general, specific or otherwise, and whether on an exclusive or non-exclusive basis, any Trademark for such consideration and on such terms and conditions and in such manner as Agent shall, in connection therewithits sole discretion, to give such discharges or releases as the Administrative Agent may deem appropriatedetermine; and and (Gxiv) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes. (b) Each Grantor hereby ratifies, and to dothe extent permitted by law, at the Administrative Agent's option and the Pledgor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. The Pledgor hereby ratifies all that said attorneys 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 all of the Obligations are indefeasibly paid or otherwise satisfied in full. (bc) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its Agent's interests (for the benefit of the Lenders) in the Collateral and shall not impose any duty upon it Agent to exercise any such powers. The Administrative Agent shall not be accountable only for any amount other than amounts that it actually receives as a result of the exercise of such powers, powers and neither it nor any none of its Agent's officers, directors, employees employees, agents or agents representatives shall be responsible to the Pledgor or to any other partner of Partnership Grantor for any act or failure to act, except individually (and not jointly and severally) for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction after all possible appeals have been exhausted. (cd) The Pledgor Each Grantor also authorizes the Administrative Agent, Agent at any time and from time to timetime 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 any Grantor in and under the Contracts and other matters relating thereto, and (ii) execute, in connection with the any sale provided for in SECTION 9 of this AgreementSection 7 hereof, any indorsementsendorsements, assignments or --------- other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Borrower and in the name of the Pledgor such Borrower or in its own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of this Loan Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement Loan Agreement, and, without limiting the generality of the foregoing, each Borrower hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Borrower, without assent by, but with notice to or assent by the Pledgor to, such Borrower, if an Event of Default shall have occurred and be continuing, to do the following: (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 the Pledgor each Borrower or its own name name, or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or with respect to the 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to the any other Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor any Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or 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) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgor's Borrowers' expense, at any time, or and from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order Liens thereon and to effect the intent of this Loan Agreement, all as fully and effectively as the Pledgor Borrowers might do. The Pledgor Each Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. (b) Each Borrower also authorizes the Agent, at any time and from time to time, to execute, in connection with any sale provided for in Section 4.07 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral and to file any initial financing statements, amendments thereto and continuation statements with or without the signature of any Borrower as authorized by applicable law, as applicable to all or any part of the Collateral. (c) 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) ' interests in the Collateral and shall not impose any duty upon it the Agent 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 the Agent nor any of its officers, directors, or employees or agents shall be responsible to the Pledgor or to any other partner of Partnership Borrowers for any act or failure to actact hereunder, except for its own gross negligence or willful misconduct. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent Agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Grantor and in the name of the Pledgor each 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 this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor each Grantor, without notice to or assent by the Pledgor any Grantor to do the followingfollowing after the Senior Loans has been paid in full: (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 the Pledgor each Grantor or its own name or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due with respect to the under any Collateral and to file any claim or to take any other action or proceeding in any court receive payment of law or equity or otherwise as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys monies, claims, and other amounts due with or to become due at any time arising out of or in respect to the Collateral or whenever payableof any Collateral; (ii) to pay or discharge taxes, liensLiens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) upon Upon the occurrence and during the continuance continuation of an Event of Default, Default (A) to direct any party liable for any payment to the Pledgor with respect to under any of the Collateral to make payment of any and all moneys due due, and to become due thereunder thereunder, directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask, demand and receive payment of and receipt for any and all moneys, claims and other amounts due due, and to become due at any time time, in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, 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 Documents constituting or relating to the Collateral; (D) to file any claim or take or commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor any Grantor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generallyto 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 Patent or Trademark, throughout the world for such term or terms, on such conditions, and in such manner, as Agent shall in its sole discretion determine; and (H) to sell, transfer, pledge, make make, any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgorat such Grantor's expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as the Pledgor each Grantor, respectively, might do. (b) Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will forebear from exercising the power of attorney or any rights granted to Agent pursuant to this Section 6(iii). The Pledgor Each Grantor hereby ratifies ratifies, to the extent permitted by law, all that said attorneys 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 indefeasibly paid in full. (bc) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its Agent's 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 partner of Partnership for any act or failure to act.such (cd) The Pledgor Each Grantor also authorizes the Administrative Agent, at any time and from time to timetime upon the occurrence and during the continuation of any Event of Default and after the Senior Loans has been paid in full, (i) to 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) to execute, in connection with the sale provided for in SECTION 9 of this AgreementSection 7 hereof, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Company hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent Affiliates, directors, partners, officers, employees, agents, counsel and advisors thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Company and in the name of the Pledgor Company or in its own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of this the Security Documents, to, upon the occurrence and during the continuance of an Event of Default, but subject to the Subordination and Intercreditor Agreement, to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement the Security Documents, and, without limiting the generality of the foregoing, the Company hereby gives the Administrative Agent and its Affiliates, directors, partners, officers, employees, agents, counsel and advisors the power and right, on behalf of the Pledgor Company, without notice to or assent by the Pledgor Company, to do any of the following:following when an Event of Default has occurred and is continuing (subject to the Subordination and Intercreditor Agreement and, as applicable, to compliance by Agent with Applicable Law with respect to Accounts arising under any Third Party Payor programs): (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 the Pledgor or Company, in its own name or otherwise, to take possession of, endorse of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible that is Collateral or with respect to the 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any account or general intangible that is Collateral or with respect to the any other Collateral or whenever payable; (ii) in the case of any Intellectual Property owned by and, in the case of Copyrights, exclusively licensed to the Company (to the extent not constituting Excluded Property and to the extent permitted under the applicable Intellectual Property), execute, deliver and have recorded any document that Agent may request in accordance with this Agreement to evidence, effect, publicize or record Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of the Company relating thereto or represented thereby; (iii) pay or discharge taxes, liens, security interests or other encumbrances 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 Indenture (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.7 or Section 6.10 hereof, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; andor (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and 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 receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, drafts freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other documents relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral and to enforce any other right in respect of any Collateral; , (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Pledgor Company with respect to any Collateral; , (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes that are related to Collateral 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 Company or any Intellectual Property Licenses of the Company where the Company is the licensor thereunder (to the extent not constituting Excluded Property and to the extent permitted under the applicable Intellectual Property or Intellectual Property License, as applicable) throughout the world on such terms and conditions and in such manner as Agent shall in its sole discretion determine (except, with respect to Trademarks, subject to reasonable quality control in favor of the Company), including the execution and filing of any document necessary to effectuate or record such assignment, or (H) generally, to sell, transferassign, pledgeconvey, transfer or xxxxx x Xxxx on, make any agreement Contractual Obligation with respect to or and 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 and the Pledgor's expense’s option, at any time, time or from time to time, all acts and things which the Administrative that Agent deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent's Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreementthe Security Documents, all as fully and effectively as the Pledgor Company might do. ; (vi) if the Company fails to perform or comply with any Contractual Obligation contained herein, then during the existence of an Event of Default, 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; (vii) receive and open all mail addressed to the Company and to notify postal authorities to change the address for the delivery of mail to the Company to that of Agent; or (viii) use any Intellectual Property or Intellectual Property Licenses of the Company, 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 the Company. (b) The Pledgor expenses of Agent incurred in connection with actions undertaken as provided in this Section 7.1, from the date of payment by Agent to the date reimbursed by the Company, shall be payable by the Company to Agent on written demand by Agent to the Company. (c) The Company 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) of, and in the Collateral and shall not impose any duty upon it to exercise any such powersaccordance with, this Section 7.1. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Grantor and in the name of the Pledgor 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 this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor to do the following: (i) upon the occurrence and continuation of an Event of Default to ask, demand, collect, receive receive, and give acceptances acquittances and receipts for any and all moneys due and to become due with respect to the under any Collateral and, in the name of the Pledgor such Grantor or its own name or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances acceptances, or other instruments Instruments for the payment of moneys due with respect to the under any 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 with respect under any Collateral whenever payable 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 Agent for the purpose of collecting any and all such moneys due under any Collateral or whenever payable; (ii) to pay or discharge taxes, liensLiens, security interests interests, or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to under any of the Collateral to make payment of any and all moneys due due, and to become due thereunder thereunder, directly to Agent for the Administrative Agent ratable benefit of Holders or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due due, and to become due at any time time, in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, and notices in connection with accounts and other documents Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions actions, or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action action, or proceeding brought against the Pledgor such Grantor with respect to any Collateral; (F) to settle, compromise compromise, or adjust any suit, action action, or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generallyto 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 Copyright, Patent, or Trademark, throughout the world for such term or terms, on such conditions, and in such manner, as Agent shall in its sole discretion determine; and (H) generally to sell, transfer, pledge, make any agreement with respect to to, or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgorsuch Grantor's expense, at any time, or from time to time, all acts and things which the Administrative that Agent reasonably deems necessary to protect, preserve preserve, or realize upon the Collateral and the Administrative Agent's security interest and Holders' Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as the Pledgor such Grantor might do. (b) Agent agrees that, except upon the occurrence and during the continuation of a Default or an Event of Default, it shall forebear from exercising the power of attorney or any rights granted to Agent for the ratable benefit of Holders pursuant to this SECTION 6. The Pledgor Each Grantor hereby ratifies ratifies, to the extent permitted by law, all that said attorneys 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 indefeasibly paid in full. (bc) The powers conferred on the Administrative Agent (for the ratable benefit of the Lenders) Holders hereunder are solely to protect its Agent's and Holders' 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, powers and neither it nor any of its officers, directors, employees employees, or agents shall be responsible to the Pledgor or to any other partner of Partnership Grantor for any act or failure to act, except for its own gross negligence or willful misconduct. (cd) The Pledgor Each Grantor also authorizes the Administrative Agent, at any time and from time to timetime upon the occurrence and during the continuation of any Default or Event of Default, (i) to 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) to execute, in connection with the sale provided for in SECTION 9 of this Agreement8 hereof, any indorsementsendorsements, assignments assignments, or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer officer, employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Pledgor 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 this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which the Agent may be deem necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent Agent, and any officer, employee or agent thereof, the power and right, on behalf of the Pledgor Grantor, without notice to or assent by the Pledgor Grantor to do the following: (i) upon the occurrence and continuation of an Event of Default at any time (A) 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 the Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due under any Collateral, (B) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; (C) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect or arising out of any Collateral; and (D) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notice in connection with respect Accounts and other Documents constituting or relating to the Collateral; (ii) upon the occurrence and during the continuation of an Event of Default (A) to direct any Person liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to Agent or as Agent shall direct; (B) 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 with respect to the under any Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (ED) to defend any suit, action or proceeding brought against the Pledgor Grantor with respect to any Collateral; (FE) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (GF) generally, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the PledgorGrantor's expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest thereinLien thereon, in order to effect the intent of this Security Agreement, all as fully and effectively as the Pledgor Grantor might do. The Pledgor . (b) Grantor hereby ratifies ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 8 is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid and satisfied in full. (bc) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its the respective interests (for of Agent and the benefit of the Lenders) 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, powers and neither it Agent nor any of its officers, directors, employees or agents shall be responsible to the Pledgor or to any other partner of Partnership Grantor for any act or failure to act, except for their own gross negligence or willful misconduct. (cd) The Pledgor Grantor also authorizes the Administrative Agent, and any officer, employee or agent thereof, at any time and from time to time, (i) to communicate in its own name with any Person which is a party to any Contracts with regard to the assignment of the right, title and interest of Grantor in and under such Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in SECTION 9 of this AgreementSection 10(c) hereof, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. etc (a) The Pledgor Until the Obligations (other than contingent indemnity obligations not then due and payable) are paid in full in cash, each Grantor hereby irrevocably constitutes and appoints the Administrative Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Grantor and in the name of the Pledgor 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 this Agreement, to take any and all appropriate action and to execute any and all documents and instruments instruments, in each case, after the occurrence and during the continuance of an Event of Default, which may be necessary or desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Collateral Agent the power and right, on behalf of the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any or all of the following: (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 the Pledgor such Grantor or its own name name, or otherwise, to take possession of, endorse of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to the 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 as deemed appropriate by the Administrative Collateral Agent for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to the any other Collateral or whenever payable; (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the other Lenders’ 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, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement 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 6.6, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to under any of the Collateral to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Collateral Agent or as the Administrative Collateral Agent shall direct; (B) to ask or demand for, collect, and receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor such Grantor with respect to any Collateral; (F) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Collateral Agent may deem appropriate; and (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (H) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Collateral Agent's ’s option and the Pledgor's such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Collateral Agent's ’s security interest therein, in order interests therein and to effect the intent of this Agreement, all as fully and effectively as the Pledgor such Grantor might do. Anything in this Section 7.1(a) to the contrary notwithstanding, the Collateral 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 of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement, upon notice to the applicable Grantor. (c) The Pledgor expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at the rate per annum specified under the Credit Agreement, shall be payable by such Grantor to the Collateral Agent promptly on demand. (d) Each Grantor 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 All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent 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 the Pledgor such Grantor and in the name of the Pledgor such Grantor or in its own name, from time to time in upon the Administrative Agent's discretionoccurrence and during the continuance of any Event of Default, for the purpose of carrying out the terms of this Agreementthe Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement 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 the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing: (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 the Pledgor or such Grantor, in its own name or otherwise, to take possession of, endorse of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible or with respect to the 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 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 the any other 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 Agent may request to evidence, effect, publicize or record the 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, liens, security interests or other encumbrances 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; andor (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and 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 receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, drafts freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other documents relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral and to enforce any other right in respect of any Collateral; , (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Pledgor such Grantor with respect to any Collateral; , (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes 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 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, to sell, transferassign, pledgeconvey, transfer or xxxxx x Xxxx on, make any agreement Contractual Obligation with respect to or and 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 and the Pledgor's expense’s option, at any time, time or from time to time, all acts and things which that the Administrative Agent (at the instruction of the Required Lenders) deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent's Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreementthe Loan Documents, all as fully and effectively as the Pledgor such Grantor might do. . (vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the 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. (b) The Pledgor expenses of the Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in subsection 1.3(c) of the Credit Agreement, from the date of payment by the Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Agent within five (5) Business Days after demand. (c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. (b) The powers conferred on of this Section 7.1 and in accordance with 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 powersterms herein. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Pledgor Grantor or in its own name, from time to time in the Administrative at Agent's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor Grantor, without notice to or assent by the Pledgor Grantor, to do the following: (i) upon the occurrence and continuation of an Event of Default to ask, demand, collect, receive and give acceptances acquittances and receipts for any and all moneys monies due and or to become due with respect to the under any Collateral and, in the name of the Pledgor or Grantor, in its own name name, or otherwise, to take possession of, endorse and collect any checks, drafts, notesnote, acceptances or other instruments Instruments for the payment of moneys monies due with respect to the under any 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys monies due with respect to the under any Collateral or whenever payable; (ii) to pay or discharge taxesany Lien or Liens, liensincluding, security interests or other encumbrances without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) upon the occurrence and during the continuance of an Event of Default, to (A1) to direct any party person liable for any payment to the Pledgor with under or in respect to of any of the Collateral to make payment of any and all moneys monies due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; , (B2) to receive payment of and receipt for any and all moneysmonies, claims and other amounts due and or to become due at any time arising out of or in respect of or arising out of any Collateral; , (C3) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts Accounts and other documents Instruments and Documents constituting or relating to the Collateral; , (D4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (E5) to defend any suit, action or proceeding brought against the Pledgor Grantor with respect to any Collateral; , (F6) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and , (G7) generallylicense or, to sellthe extent permitted by an applicable license, transfersublicense, pledgewhether general, make any agreement with respect to special or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposesotherwise, and to do, at the Administrative Agent's option and the Pledgor's expense, at any time, whether on an exclusive or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. The 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 partner of Partnership 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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.non-exclusive

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor any Grantor and in the name of the Pledgor such Grantor or in its own name, from time to time in the Administrative Agent's discretion, sole discretion for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent grants to Agent, the power and right, on behalf of the Pledgor each Grantor, without notice to or assent by any Grantor except as otherwise specifically provided for herein or in the Pledgor Credit Agreement, and at any time, to do the following:following (provided, however, that Agent may only take the actions in clauses (i), (iii), (iv) and (vii) through (xiv) so long as any Event of Default shall have occurred and be continuing): (i) in the name of each Grantor, in its own name or otherwise, take possession of, endorse and receive payment of any checks, drafts, notes, acceptances, or other Instruments for the payment of monies due under any Collateral; (ii) upon Grantor's failure to maintain the occurrence insurance required by the Credit Agreement, continue any insurance existing pursuant to the terms of this Security Agreement, the Credit Agreement or any other Loan Document, and continuation pay all or any part of an Event the premiums therefor and the costs thereof; (iii) receive payment of Default any and all monies, claims, and other amounts due or to become due at any time arising out of or in respect of any Collateral; (iv) ask, demand, collect, receive and give acceptances acquittances and receipts for any and all moneys money due and or to become due with respect under any Collateral; (v) upon Grantor's failure to take any such action when required under the Credit Agreement, pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral to the extent that any such action may be necessary or desirable to protect or preserve the Collateral or the first priority, perfected security interest of Agent, in the Collateral; (vi) effect any repairs or upon Grantor's failure to maintain the insurance required by the Credit Agreement, obtain any insurance called for by the terms hereof, of the Credit Agreement or of any other Loan Document, and pay all or any part of the premiums therefor and costs thereof; (vii) direct any party liable for any payment under or in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder, directly to Agent or as Agent shall direct; (viii) sign and endorse any invoices, 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 constituting or related to the Collateral; (ix) settle, compromise or adjust any suit, action, or proceeding described herein and, in the name of the Pledgor connection therewith, give such discharges or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to the Collateral and to releases as Agent may deem appropriate; (x) file any claim or to take or commence 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 monies due with respect to the under any Collateral or whenever payable; (iixi) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; ; (Exii) to defend any suit, action or proceeding brought against the Pledgor any Grantor with respect to any Collateral; (F) to settle, compromise or adjust any Collateral if such Grantor does not defend such suit, action or proceeding described above andor if Agent believes that such Grantor is not pursuing such defense in a manner that will maximize the recovery with respect to such Collateral; (xiii) license or, to the extent permitted by an applicable license, sublicense whether general, specific or otherwise, and whether on an exclusive or non-exclusive basis, any Trademark for such consideration and on such terms and conditions and in such manner as Agent shall, in connection therewithits sole discretion, to give such discharges or releases as the Administrative Agent may deem appropriatedetermine; and and (Gxiv) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes. (b) Each Grantor hereby ratifies, and to dothe extent permitted by law, at the Administrative Agent's option and the Pledgor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. The Pledgor hereby ratifies all that said attorneys 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 all of the Obligations are indefeasibly paid or otherwise satisfied in full. (bc) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its Agent's interests (for the benefit of the Lenders) in the Collateral and shall not impose any duty upon it Agent to exercise any such powers. The Administrative Agent shall not be accountable only for any amount other than amounts that it actually receives as a result of the exercise of such powers, powers and neither it nor any none of its Agent's officers, directors, employees employees, agents or agents representatives shall be responsible to the Pledgor or to any other partner of Partnership Grantor for any act or failure to act, except individually (and not jointly and severally) for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction after all possible appeals have been exhausted. (cd) The Pledgor Each Grantor also authorizes the Administrative Agent, Agent at any time and from time to timetime 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 any Grantor in and under the Contracts and other matters relating thereto, and (ii) execute, in connection with the any sale provided for in SECTION 9 of this AgreementSection 7 hereof, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent 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 the Pledgor such Grantor and in the name of the Pledgor 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 this Agreementthe Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents or to exercise any of Agent’s rights or remedies under the Loan Documents. All powers, authorizations and agencies contained in this Agreement and, without are coupled with an interest and are irrevocable until Final Satisfaction. (a) 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 the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing: (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 the Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 with respect to the Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct sign and indorse any party liable for invoice, freight or express bxxx, bxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; Collateral, (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral and to enforce any other right in respect of any Collateral; , (EC) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Pledgor such Grantor with respect to any Collateral; , (FD) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; , (E) assign any Intellectual Property owned by such Grantor or any IP Licenses of such Grantor throughout the world on such terms and conditions and in such manner as Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (GF) generally, to sell, transferassign, pledgeconvey, transfer or gxxxx x Xxxx on, make any agreement Contractual Obligation with respect to or and 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 and the Pledgor's expense’s option, at any time, time or from time to time, all acts and things which the Administrative that Agent deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent's Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreementthe Loan Documents, all as fully and effectively as the Pledgor such Grantor might do. The Pledgor hereby ratifies all that said attorneys shall lawfully do ; or (ii) perform or comply, or otherwise cause to be done by virtue hereofthe performance or compliance, with any Contractual Obligation of such Grantor under any Loan Document. (b) The powers conferred on expenses of Agent incurred in connection with actions undertaken as provided in this Section, together with interest thereon at the Administrative Default Rate, from the date of payment by Agent (for to the benefit of date reimbursed by 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 relevant Grantor, shall be accountable only for amounts that it actually receives as a result of the exercise of payable by such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible Grantor to the Pledgor or to any other partner of Partnership for any act or failure to actAgent on demand. (c) The Pledgor also authorizes the Administrative AgentEach Grantor hereby ratifies all actions taken, at any time and from time to time, to execute, in connection with the sale provided for in SECTION 9 by Agent or its Related Persons by virtue of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralSection.

Agent’s Appointment as Attorney-in-Fact. (a) The Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-in- fact with full irrevocable power and authority in the place and stead of the such Pledgor and in the name of the such Pledgor or in its own name, from time to time in the Administrative Agent's sole and absolute discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Pledgor, without notice to or assent by the such Pledgor to do the following: (i) upon the occurrence and continuation of an Event of Default : to ask, demand, collect, receive and give acceptances acquittances and receipts for any and all moneys due and to become due with respect to the under any Collateral and, in the name of the such Pledgor or its own name or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due with respect to the under any 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 with respect under any Collateral whenever pay- able and to file any claim or to take any other action or proceeding in any court of law or equity or other-wise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Collateral or whenever payable; (ii) ; to pay or discharge taxes, liensLiens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to under any of the Collateral to make payment of any and all moneys due due, and to become due thereunder thereunder, directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due due, and to become due at any time time, in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, 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 Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the any Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent Purchaser may deem appropriate; and (G) generally, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative AgentPurchaser's option and the Pledgorsuch Pledgors's expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as the such Pledgor might do. The Agent agrees that, except upon the occurrence and during the continuation of an Event of Default, it will forebear from exercising the power of attorney or any rights granted to the Agent pursuant to this Section 6. Each Pledgor hereby ratifies ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. (b) . 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 indefeasibly paid in full. The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its the Agent's 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, powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the each Pledgor or to any other partner of Partnership for any act or failure to act. (c) The , except for its own gross negligence or willful misconduct. Each Pledgor also authorizes the Administrative Agent, at any time and from time to timetime upon the occurrence and during the continuation of an Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Pledgor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in SECTION 9 of this AgreementSection 8 hereof, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor, subject to Section 8.2, hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent 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 the Pledgor such Grantor and in the name of the Pledgor 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 this Agreementthe Loan Documents, (x) to take any and all appropriate action and to execute any and all documents and instruments which document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents (provided, however, that the actions described in the immediately succeeding clause (y) shall only be taken while an Event of Default shall be continuing unless otherwise provided in or contemplated by the other provisions of this Agreement andor the other Loan Documents), without limiting the generality of the foregoing, and (y) each Grantor hereby gives the Administrative Agent and its Related Persons the power and right, on behalf of the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing: (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 the Pledgor or such Grantor, in its own name or otherwise, to take possession of, endorse of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible or with respect to the 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 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 the any other 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 Agent may reasonably request to evidence, effect, publicize or record 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, liens, security interests or other encumbrances 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 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; andor (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the under any Collateral to make payment of any and all moneys due and 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 receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; , (C) to sign and endorse indorse any invoicesinvoice, drafts freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other documents relating to the any Collateral; , (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral and to enforce any other right in respect of any Collateral; , (E) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against the Pledgor such Grantor with respect to any Collateral; , (F) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described above disputes 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 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, to sell, transferassign, pledgeconvey, transfer or xxxxx x Xxxx on, make any agreement Contractual Obligation with respect to or and 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 and the Pledgor's expense’s option, at any time, time or from time to time, all acts and things which the Administrative that Agent deems necessary to protect, preserve or realize upon the any Collateral and the Administrative Agent's Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreementthe Loan Documents, all as fully and effectively as the Pledgor such Grantor might do. . (vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, 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. (b) The Pledgor expenses of Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate set forth in subsection 1.3(c) of the Credit Agreement, from the date of payment by Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to Agent on demand to the extent provided in the Credit Agreement. (c) Each Grantor 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 powersthis Section 7.1. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Upon the occurrence and during the continuance or existence of any Event of Default, Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Borrower and in the name of the Pledgor Borrower or in its own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without Agreement. Without limiting the generality of the foregoingforegoing and subject to Borrower's rights under Section 5 hereof, Borrower hereby gives the Administrative Agent and any officer or agent thereof, as such attorney-in-fact, the power and right, on behalf of the Pledgor Borrower, without notice to or assent by the Pledgor Borrower, to do the following: : (i) upon to direct any party liable for any payment under any of the occurrence and continuation Collateral to make payment 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 thereunder directly to Agent or as Agent shall direct; (ii) to receive payment of and receipt for any and all amounts due and to become due at any time in respect of or arising out of any Collateral; (iii) to the Collateral and, in the name of the Pledgor or its own name or otherwise, to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 with respect to the Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of under any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (Div) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any the Collateral; (Ev) to defend any suit, action or proceeding brought against the Pledgor Borrower with respect to any Collateral; (Fvi) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (vii) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (Gviii) in connection with a bankruptcy or similar insolvency proceeding involving the issuer of the Collateral to participate in any recapitalization, reclassification, reorganization, consolidation, redemption, stock split, merger or liquidation of the issuer of the Collateral affecting the Collateral and, in connection therewith, may deposit or surrender control of the Collateral in exchange therefore and take such other action as deemed proper by Agent in connection therewith; and (ix) generally, to sell, transfer, pledge, vote, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgorat Borrower's expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's Secured Parties' security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor Borrower might do. The Pledgor Any and all such amounts received by Agent as attorney-in-fact for Borrower may, in the sole discretion of Agent, be held by Agent as Collateral security. Borrower hereby ratifies ratifies, to the extent permitted by law, all that said such attorneys shall lawfully do or cause to be done by virtue hereof. (b) . This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its Agent's and each Secured Party's 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, directorsmanagers, employees or agents shall be responsible to the Pledgor or to any other partner of Partnership Borrower for any act or failure to act. (c) The Pledgor , except for its own gross negligence or willful misconduct. Borrower also authorizes the Administrative Agent, at any time and from time to timetime upon the occurrence and during the continuance or existence of any Event of Default, to execute, in connection with the sale provided for in SECTION 9 Section 10 of this Agreement, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Trust hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-attorney- in-fact with full irrevocable power and authority in the place and stead of the Pledgor Trust and in the name of the Pledgor Trust or in its own name, from time to time in the Administrative Agent's discretiondiscretion (subject to Section 10(b) hereof), for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable in the judgment of the Agent to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent Agent, for the ratable benefit of the Secured Parties, the power and right, on behalf of the Pledgor Trust without notice to or assent by the Pledgor Trust, to do the following: (i) upon the occurrence and continuation continuance of a Default or an Event of Default Default, to ask, demand, collect, receive and give acceptances acquittances and receipts for any and all moneys monies due and to become due with respect due, or any performance to the Collateral be rendered, under any Contract and, in the name of the Pledgor Trust or its own name or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys monies due with respect to the Collateral under any Contract 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 monies due with respect or securing any performance to the Collateral or whenever payable; be rendered under any Contract; and (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of any Contract and to pay all or any part of the premiums therefor and the costs thereof; and and (iii) upon the occurrence and during the continuance of an any Default or Event of Default, (A) to direct any party liable for any payment to or performance under any of the Pledgor with respect to the Collateral Contracts to make payment of any and all moneys monies due and to become due thereunder or to render any performance provided for therein directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneysmonies, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, 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 Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof or Proceeds relating thereto and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor Trust with respect to any Collateral; (it being understood that the Trustee shall have the right to participate in the defense of any suit, action or proceeding brought against the Trust which might involve personal liability on the part of the Trustee); (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; appropriate and (G) generally, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the PledgorTrust's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest thereincreated therein in favor of the Secured Parties, in order to effect the intent of this Security Agreement, all as fully and effectively as the Pledgor Trust might do. The Pledgor Trust hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. (b) The powers conferred on the Administrative Agent (Agent, for the ratable benefit of the Lenders) Secured Parties hereunder are solely to protect its the interests (for the benefit of the Lenders) Secured Parties in the Collateral and shall not impose any duty upon it the Agent to exercise any such powers. The Administrative Agent shall be accountable only for amounts that it actually receives , except 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 partner of Partnership for any act or failure to actprovided in Section 10 hereof. (c) The Pledgor Trust also authorizes the Administrative Agent, for the ratable benefit of the Secured Parties, at any time and from time to time, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in SECTION 9 of this AgreementSection 9(a) hereof, any indorsementsendorsements, assignments assignments, bills of sale or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Grantor and in the name of the Pledgor 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 this Agreement, to take any and all appropriate action and to execute any document and all documents and instruments which instrument that may be necessary or desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any of the following: (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 the Pledgor such Grantor or its own name name, or otherwise, to take possession of, endorse of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any Account or General Intangible or with respect to the 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 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 the any other Collateral or whenever payable; (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document and paper as the Agent may reasonably request to evidence the 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, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 5.1 or 5.5, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to under any of the Collateral to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, and receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoicesinvoice, drafts freight or express bxxx, bxxx of lading, storage or warehouse receipt, draft against debtors, assignmentsassignment, verifications and notices verification, notice or other document in connection with accounts and other documents relating to the any Collateral; (D) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor such Grantor with respect to any Collateral; (F) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such conditions and in such manner as the Agent shall in its sole discretion determine, including without the execution and filing of any documents necessary to effectuate or record such assignment; and (H) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's such Grantor’s expense, at any time, or from time to time, all acts and things which that the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's ’s and the other Secured Parties’ security interest therein, in order interests therein and to effect the intent of this Agreement, all as fully and effectively as the Pledgor such Grantor might do. Anything in this Section 6.1(a) to the contrary notwithstanding, the Agent agrees that it will not exercise any right under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall occur and be continuing. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. (c) The Pledgor reasonable expenses of the Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Revolving Credit Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Agent on demand. (d) Each Grantor 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 All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actsecurity interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Subject to the last paragraph of this Section 10(a), each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the such Pledgor and in the name of the such 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 this Agreement, to take any and all reasonably appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Pledgor hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Pledgor, without notice to or assent by the Pledgor such Pledgor, to do any or all of the following: : i pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance required under the terms of the Credit Agreement or this Agreement and pay all or any part of the premiums therefor and the costs thereof; ii execute, in connection with any sale provided for in Section 7(a) or Section 8(d), any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and iii (iA) upon direct any party liable for any payment under any of the occurrence and continuation Collateral to make payment of an Event of Default to ask, demand, collect, receive and give acceptances and receipts for any and all moneys due and or to become due with respect thereunder directly to the Collateral and, in Administrative Agent or as the name of the Pledgor or its own name or otherwise, to Administrative Agent shall direct; (B) take possession of, endorse of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account, Instrument, General Intangible, Chattel Paper or Payment Intangible or with respect to the Collateral 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and or all such moneys due under any Account, Instrument or General Intangible or with respect to the any other Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (BC) to ask or demand for, collect, and receive payment of and receipt for any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; (CD) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to any of the Collateral; (DE) receive, change the address for delivery, open and dispose of mail addressed to any Pledgor, and execute, assign and indorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form of Collateral on behalf of and in the name of any Pledgor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. The 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 partner of Partnership 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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.14 US-DOCS\117348706.6

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor During the continuance of an Event of Default, each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Grantor and in the name of the Pledgor 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 this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor, to do any or all of the followingfollowing upon the occurrence and during the continuation of an Event of Default, subject to applicable Requirements of Law: (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 the Pledgor such Grantor or its own name name, or otherwise, to take possession of, endorse of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or material Contractual Obligation subject to a Security Interest or with respect to the 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 as deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or material Contractual Obligation subject to a Security Interest or with respect to the any other Collateral or whenever payable; (ii) in the case of any of Grantor’s Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Agent may request to evidence the 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, liens, security interests or other encumbrances taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; (iv) execute, in connection with any sale provided for in this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to under any of the Collateral to make payment of any and all moneys due and or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to ask or demand for, collect, and receive payment of and receipt for for, any and all moneys, claims and other amounts due and or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with accounts and other documents relating to any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor such Grantor with respect to any Collateral; (F) to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine; and (H) generally, to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order ’s Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as the Pledgor such Grantor might do. . (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The Pledgor expenses of the Agent incurred in connection with actions taken pursuant to the terms of this Agreement, together with interest thereon at a rate per annum equal to five percent (5%), from the date of payment by the Agent to the date reimbursed by relevant Grantor, shall be payable by such Grantor to the Agent on demand. (d) Each Grantor 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) hereof in the Collateral and shall not impose any duty upon it to exercise any such powersaccordance with Section 6.1(a). The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such All powers, authorizations and neither it nor any of its officers, directors, employees or agents shall be responsible to agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Pledgor or to any other partner of Partnership for any act or failure to actSecurity Interests created hereby are released. (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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Grantor and in the name of the Pledgor 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 this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor Grantor, without notice to or assent by the Pledgor Grantor to do the following: (i) upon the occurrence and continuation of an Event of Default to ask, demand, collect, receive receive, and give acceptances acquittances and receipts for any and all moneys due and to become due with respect to the Collateral and, in the name of the Pledgor or its own name or otherwise, to take possession of, endorse and collect under any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 with respect under any Collateral whenever payable 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 Agent for the purpose of collecting any and all such moneys due under any Collateral or whenever payable; (ii) to pay or discharge taxes, liensLiens, security interests interests, or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to under any of the Collateral to make payment of any and all moneys due due, and to become due thereunder thereunder, directly to Agent for the Administrative Agent ratable benefit of Holders or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due due, and to become due at any time time, in respect of or arising out of any Collateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, and notices in connection with accounts and other documents Documents constituting or relating to the Collateral; (D) to commence and prosecute any suits, actions actions, or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action action, or proceeding brought against the Pledgor such Grantor with respect to any Collateral; (F) to settle, compromise compromise, or adjust any suit, action action, or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generally, generally to sell, transfer, pledge, make any agreement with respect to to, or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the PledgorGrantor's expense, at any time, or from time to time, all acts and things which the Administrative that Agent reasonably deems necessary to protect, preserve preserve, or realize upon the Collateral and the Administrative Agent's security interest and Holders' Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as the Pledgor Grantor might do. (b) Agent agrees that, except upon the occurrence and during the continuation of a Default or an Event of Default, it shall forebear from exercising the power of attorney or any rights granted to Agent for the ratable benefit of Holders pursuant to this SECTION 6. The Pledgor Grantor hereby ratifies ratifies, to the extent permitted by law, all that said attorneys 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 indefeasibly paid in full. (bc) The powers conferred on the Administrative Agent (for the ratable benefit of the Lenders) Holders hereunder are solely to protect its Agent's and Holders' 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, powers and neither it nor any of its officers, directors, employees employees, or agents shall be responsible to the Pledgor Grantor or to any other partner of Partnership Parent for any act or failure to act, except for its own gross negligence or willful misconduct. (cd) The Pledgor Grantor also authorizes the Administrative Agent, at any time and from time to timetime upon the occurrence and during the continuation of any Default or Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title, and interest of Grantor in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in SECTION 9 of this Agreement8 hereof, any indorsementsendorsements, assignments assignments, or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Each of the Grantors hereby irrevocably constitutes and appoints the Administrative Agent Agent, and any officer officer, employee or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor such Grantor and in the name of the Pledgor 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 this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Agent may be deem necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent Agent, and any officer, employee or agent thereof, the power and right, on behalf of the Pledgor such Grantor, without notice to or assent by the Pledgor such Grantor to do the following: (i) upon at any time and from time to time from and after the Initial Funding Date, to pay or discharge taxes and Liens (other than Permitted Liens) levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; (ii) from and after the Initial Funding Date and following the occurrence and continuation during the continuance of an Event of Default (A) to ask, demand, collect, receive and give acceptances acquittances and receipts for any and all moneys due and to become due with respect to the under any Collateral and, in the name of the Pledgor such Grantor or its own name or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due under any Collateral; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect or arising out of any Collateral; and (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notice in connection with respect Accounts and other Documents constituting or relating to the Collateral; (D) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to Agent or as Agent shall direct; (E) 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 with respect to the under any Collateral or whenever payable; (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (iii) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to the Pledgor with respect to the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (DF) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (EG) to defend any suit, action or proceeding brought against the Pledgor Grantor with respect to any Collateral; (FH) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (GI) generally, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgorsuch Grantor's expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest thereinLien thereon, in order to effect the intent of this Security Agreement, all as fully and effectively as the Pledgor such Grantor might do. The Pledgor . (b) Each of the Grantors hereby ratifies ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this SECTION 8 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are paid and satisfied in full and the Credit Agreement and each of the other Collateral Documents have terminated pursuant to the respective terms and provisions thereof. (bc) The powers conferred on the Administrative Agent (for the benefit of the Lenders) hereunder are solely to protect its the respective interests (for of Agent and the benefit of the Lenders) 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, powers and neither it Agent nor any of its officers, directors, employees or agents shall be responsible to any of the Pledgor or to any other partner of Partnership Grantors for any act or failure to act, except for their own gross negligence or willful misconduct. (cd) The Pledgor Each of the Grantors also authorizes the Administrative Agent, and any officer, employee or agent thereof, at any time and from time to timetime following the Initial Funding Date, (i) to communicate in its own name with any party to any of such Grantor's Contracts with regard to the assignment of the right, title and interest of such Grantor in and under such Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in SECTION 9 of this Agreement10(C) hereof, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Borrower hereby irrevocably constitutes and appoints LaSalle, or if the Administrative Credit Agreement is no longer in effect, the Agent and any each officer or agent thereofof LaSalle, or if the Credit Agreement is no longer in effect, the 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 the Pledgor Borrower and in the name of the Pledgor Borrower or in its such attorney-in-fact’s own name, from time to time in the Administrative Agent's discretiondiscretion of each such attorney-in-fact following the occurrence of an Event of Default, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent each such attorney-in-fact the power and right, from and after an Event of Default, on behalf of the Pledgor Borrower, without notice to or assent by the Pledgor Borrower, to do the following: (i) upon to collect and otherwise take possession of and title to any and all distributions of cash or other property due or distributable at any time after the occurrence date hereof to the Borrower as a limited or general partner from each of the Subsidiaries, whether in complete or partial liquidation or otherwise, and continuation to prosecute or defend any action or proceeding in any court of an Event of Default law or equity or otherwise deemed appropriate by such attorney-in-fact for the purpose hereof; (ii) 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 under any Partnership Interests and, in the name of the Pledgor Borrower or its such attorney-in-fact’s own name or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to the Collateral under any Partnership Interests 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 such attorney-in-fact for the purpose of collecting any and all such moneys due with respect to the Collateral or under any Partnership Interests whenever payable; (iiiii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the CollateralPartnership Interests; and (iiiiv) upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to under any of the Pledgor with respect to the Collateral Partnership Interests to make payment of any and all moneys or property due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent such attorney-in-fact shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts or property due and to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (G) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's option and the Pledgor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. The 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 partner of Partnership 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 9 of this Agreement, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.Interests;

Agent’s Appointment as Attorney-in-Fact. (a) The Pledgor Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor Borrower and in the name of the Pledgor Borrower or in its own name, from time to time in the Administrative Agent's discretion, for the purpose purposes of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives the Administrative Agent the power and right, on behalf of the Pledgor without notice to or assent by the Pledgor Borrower, to do the following: (i) upon Upon the occurrence and continuation continuance of an Event of Default Default, to ask, demand, collect, receive and give acceptances acquittances and receipts for any and all moneys due and to become due with respect to the Collateral under any License and, in the name of the Pledgor Borrower or its own name or otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to the Collateral under any License 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 with respect to the Collateral or under any License whenever payable; (ii) to To pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefore and the costs thereof; and (iii) upon Upon the occurrence and during the continuance of an Event of Default, (A) to direct any party liable for any payment to under any of the Pledgor with respect to the Collateral Licenses to make payment of any and all moneys due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) to receive payment of and receipt for any and all moneysmoney, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; , (C) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (ED) to defend any suit, action or proceeding brought against the Pledgor Borrower with respect to any Collateral; (FE) to settle, compromise compromise, or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Administrative Agent may deem appropriate; and (GF) generally, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent's ’s option and the Pledgor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's ’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Pledgor Borrower might do. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. (b) This power of attorney is a power coupled with an interest and shall be irrevocable. Notwithstanding the foregoing, Borrower further agrees to execute any additional documents which Agent may reasonably require in order to confirm this power of attorney, or which Agent may reasonably deem necessary to enforce any of its rights contained in this Agreement. (c) 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, powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Pledgor or to any other partner of Partnership Borrower for any act or failure to act, except for its own gross (not mere) negligence or willful misconduct. (cd) The Pledgor Borrower also authorizes the Administrative Agent, at any time and from time to time, Agent to execute, in connection with the sale provided for in SECTION 9 paragraph 10(b) of this Agreement, any indorsementsendorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.