Common use of Appointment and Powers of Administrative Agent Clause in Contracts

Appointment and Powers of Administrative Agent. 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 attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor or in the Administrative Agent’s own name, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors might do, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any Grantor’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable Grantor’s name such financing statements and amendments thereto and continuation statements which may require such Grantor’s signature.

Appointment and Powers of Administrative Agent. 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 attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor or in the Administrative Agent’s own name, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors such Grantor might do, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable such Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any such Grantor’s authorization given in §3 2.2 is not sufficient, to file such financing statements with respect hereto, with or without the applicable such Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable such Grantor’s name such financing statements and amendments thereto and continuation statements which may require such Grantor’s signature.

Appointment and Powers of Administrative Agent. Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor or in the Administrative AgentSecured Party’s own name, for the purpose of carrying out the terms of this AgreementSecurity Agreement or any other Security Document, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such each Grantor, without notice to or assent by such any Grantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction NYUCC and as fully and completely as though the Administrative Agent Secured Party were the absolute owner thereof for all purposes, and to do, at the Grantors’ expense, at any time, or from time to time, all acts and things which the Administrative Agent Secured Party deems necessary or useful desirable to protect, preserve or realize upon the Collateral and the Administrative AgentSecured Party’s security interest Security Interest therein, in order to effect the intent of this Security Agreement, all no less at least as fully and effectively as the Grantors might do, including including: (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federalFederal, state state, or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, ; (iiiii) upon written notice to the applicable Grantor, the exercise of exercising voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities securities; and (iiiiv) the executionexecuting, delivery delivering and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any each Grantor’s authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable such Grantor’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Administrative Agent Secured Party may deem appropriate and to execute in the applicable each Grantor’s name such financing statements and amendments thereto and continuation statements which may require such each Grantor’s signature.

Appointment and Powers of Administrative Agent. 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 attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in the Administrative Agent’s its own name, 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 that which may be necessary or useful desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives said attorneys the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: (a) upon in the occurrence name of such Grantor or its own name, or otherwise, take possession of and during endorse and collect any checks, drafts, notes, acceptances or other instruments for the continuance payment of an Event moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of Defaultlaw or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; (b) in the case of any Intellectual Property, generally execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Security Interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (c) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or provide any insurance and pay all or any part of the premiums therefor and the costs thereof; (d) execute, in connection with any sale provided for in Section 12, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; (e) exercise all rights of such Grantor as owner of the Pledged Securities or as party to any partnership, limited liability company or similar agreement, including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings and exercise all voting and consent rights with respect to the Pledged Securities; (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) 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; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (7) 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 Administrative Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Administrative Agent’s security interest therein, in order Security Interest therein and to effect the intent of this Agreement, all no less as fully and effectively as the Grantors such Grantor might do, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bg) to the extent that any such Grantor’s authorization given in §3 Section 4 is not sufficient, to file such financing statements or similar documents under the laws of any jurisdiction with respect hereto, with or without the applicable such Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statementstatement or such other document, as the Administrative Agent may deem appropriate and to execute in the applicable such Grantor’s name such financing statements statements, other such documents and amendments thereto and continuation statements which may require such Grantor’s signature. Anything in this Section 11.01 to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 11.01 (other than under paragraph (g) of this Section 11.01) unless an Event of Default shall have occurred and be continuing and, in the case of paragraph (e) of this Section 11.01 until the notice referred to in Section 7.04(h) has been given.

Appointment and Powers of Administrative Agent. 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 attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor or in the Administrative Agent’s own name, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction UCC and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors such Grantor might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable such Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and securities, (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; (iv) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (v) settle, adjust, modify, compromise, discharge, or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (vi) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Administrative Agent deems advisable; (vii) collect, liquidate, and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (viii) prepare, file, and sign a Grantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment, or satisfaction of Lien or similar document; (ix) receive, open and dispose of mail addressed to a Grantor, and notify postal authorities to deliver any such mail to an address designated by the Administrative Agent; (x) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory, or other Collateral; (xi) use a Grantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (xii) use information contained in any data processing, electronic, or information systems relating to Collateral; (xiii) make and adjust claims under insurance policies; and (xiv) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Grantor is a beneficiary; and (b) to the extent that any such Grantor’s authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable such Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable such Grantor’s name such financing statements and amendments thereto and continuation statements which may require such Grantor’s signature.

Appointment and Powers of Administrative Agent. 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 attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor or in the Administrative Agent’s own name, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors such Grantor might do, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable such Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any such Grantor’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable such Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable such Grantor’s name such financing statements and amendments thereto and continuation statements which may require such Grantor’s signature.

Appointment and Powers of Administrative Agent. Each Grantor Company hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with with, subject to the provisions of applicable law, full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor Company or in the Administrative Agent’s own name, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such GrantorCompany, without notice to or assent by such GrantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ such Company’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors such Company might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable Grantorsuch Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) whether or not an Event of Default shall have occurred and be continuing, to the extent that any Grantorsuch Company’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable Grantorsuch Company’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable Grantorsuch Company’s name such financing statements and amendments thereto and continuation statements which may require such GrantorCompany’s signature.

Appointment and Powers of Administrative Agent. Each Grantor of the Companies hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor Company or in the Administrative Agent’s 's own name, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such GrantorCompany, without notice to or assent by such GrantorCompany, to do the following: (a) upon following the Termination Declaration Date and five (5) Business Days notice from the Administrative Agent to the Borrowers of the occurrence and during of the continuance of an Event of DefaultTermination Declaration Date, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral pledged by it hereunder in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ such Company's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful to protect, preserve or realize upon the Collateral pledged by such Company hereunder and the Administrative Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Grantors such Company might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable Grantorsuch Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any CollateralCollateral pledged by such Company hereunder, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any Grantor’s such Company's authorization given in §3 ss.3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable Grantor’s such Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable Grantor’s such Company's name such financing statements and amendments thereto and continuation statements which may require such Grantor’s Company's signature.

Appointment and Powers of Administrative Agent. Each Grantor Company hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor Company or in the Administrative Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take (while an Event of Default shall have occurred and be continuing) any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such GrantorCompany, without notice to or assent by such GrantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ such Company's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors such Company might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable Grantorsuch Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) regardless of whether or not an Event of Default has occurred and is continuing, to the extent that any Grantor’s such Company's authorization given in §3 (S)3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable Grantor’s such Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable Grantor’s Company's name such financing statements and amendments thereto and continuation statements which may require such Grantor’s Company's signature.

Appointment and Powers of Administrative Agent. (a) Each Grantor Bank hereby irrevocably constitutes appoints, designates and appoints authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and any officer or agent thereof, with full power of substitution, each other Loan Document and to exercise such powers and perform such duties as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor or in the Administrative Agent’s own name, for the purpose of carrying out are expressly delegated to it by the terms of this AgreementAgreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents and those duties and liabilities shall be subject to the limitations and qualifications set forth in this Section. The duties of the Administrative Agent shall be mechanical and administrative in nature. The Administrative Agent shall not have nor be deemed to have any fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (c) No Agent-Related Person shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or be responsible in any manner to any Bank or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. (d) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any and all action under any Loan Document unless it shall first receive such advice or concurrence of the Majority Banks as it deems appropriate action and and, if it so requests, it shall first be indemnified to execute its satisfaction by the Banks against any and all documents liability and instruments that expense which may be necessary incurred by it by reason of taking or useful continuing to accomplish take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Majority Banks (or such greater number of Banks as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks. (i) For purposes of determining compliance with the conditions specified in Section 10.1, each Bank that has signed this Agreement andshall be deemed to have consented to, without approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Effective Date specifying its objection thereto. (ii) The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Banks, unless the Administrative Agent shall have received written notice from a Bank or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Banks of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Majority Banks in accordance with Article XII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks. (e) Each Bank hereby agrees, to the extent of such Bank’s Percentage (and to the extent not reimbursed by the Loan Parties), to indemnify and hold harmless the Agent-Related Persons hereunder and under any other Loan Document, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including attorneys’ fees and expenses) incurred by or imposed upon any Agent-Related Person in such capacity as a result of any action taken or omitted to be taken by any Agent-Related Person in such capacity or otherwise incurred or suffered by, made upon, or assessed against any Agent-Related Person in such capacity; provided that no Bank shall be liable for any portion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses that result from or are attributable to gross negligence or willful misconduct on the part of any Agent-Related Person or its officers, employees or agents. Without limiting the generality of the foregoing, each Bank hereby gives said attorneys agrees, to the power and right, on behalf extent of such GrantorBank’s Percentage, without notice to or assent reimburse the Agent-Related Persons, promptly following any such Person’s demand, for any documented, out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by such Grantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors might do, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, Person in connection with any sale or other disposition of any Collateralthe preparation, execution, delivery, administration and enforcement of the endorsementsLoan Documents and not reimbursed to such Person by the Loan Parties, assignments except to the extent such expenses are caused by the gross negligence or willful misconduct of such Person. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Bank hereby agrees to make the maximum contribution, to the extent of such Bank’s Percentage, to the payment and satisfaction of each of such amounts which is permissible under Applicable Law. Notwithstanding any other instruments provision hereof, each Bank’s obligations under this Section 13.1 shall survive the termination of conveyance or transfer such Bank’s Commitment and this Agreement and the discharge of the Loan Parties’ obligations hereunder but only with respect to such Collateral; andmatters which occurred prior to the time such Bank ceased to be a Bank hereunder. (bf) The Administrative Agent shall be entitled to act or refrain from acting, and in all cases shall be fully protected in acting or refraining from acting, under this Agreement, the Notes or any other Loan Document in accordance with instructions in writing from the Majority Banks (or all Banks to the extent that any Grantor’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statementrequired by Section 14.1, as the Administrative Agent may deem appropriate and to execute in the applicable Grantor’s name such financing statements and amendments thereto and continuation statements which may require such Grantor’s signatureapplicable.

Appointment and Powers of Administrative Agent. 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 attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor or in the Administrative Agent’s 's own name, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such any Grantor, without notice to to, or assent by by, such Grantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State UCC or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ such Grantor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors such Grantor might do, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable such Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any such Grantor’s 's authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable such Grantor’s 's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may reasonably deem appropriate and to execute in the applicable such Grantor’s 's name such financing statements and amendments thereto and continuation statements which may require such Grantor’s 's signature.

Appointment and Powers of Administrative Agent. Each Grantor Company hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with with, subject to the provisions of applicable law, full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor Company or in the Administrative Agent’s 's own name, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such GrantorCompany, without notice to or assent by such GrantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ such Company's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors such Company might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable Grantorsuch Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) whether or not an Event of Default shall have occurred and be continuing, to the extent that any Grantor’s such Company's authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable Grantor’s such Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable Grantor’s such Company's name such financing statements and amendments thereto and continuation statements which may require such Grantor’s Company's signature.

Appointment and Powers of Administrative Agent. Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor or in the Administrative Agent’s own name, for the purpose purpose, from and after the occurrence of an Acceleration Event, 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 that may be necessary or useful desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the following: (a) upon the occurrence and during the continuance of an Event of DefaultAcceleration Event, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction NYUCC and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, do at the Grantors’ joint and several expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Administrative Agent’s security interest Security Interest therein, in order to effect the intent of this Security Agreement, all no less as fully and effectively as the Grantors relevant Grantor might do, including including, without limitation: (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, ; (iiiii) upon written notice to the applicable relevant Grantor, the exercise of exercising voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities securities; and (iiiiv) the executionexecuting, delivery delivering and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any Grantor’s authorization given in §‎Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable relevant Grantor’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable relevant Grantor’s name such financing statements and amendments thereto and continuation statements which may require such Grantor’s signature.. 84027079_3

Appointment and Powers of Administrative Agent. Each Grantor The Company hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor the Company or in the Administrative Agent’s 's own name, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantorthe Company, without notice to or assent by such Grantorthe Company, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ Company's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors Company might do, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federalincluding, state or local agencies or authorities with respect to trademarkswithout limitation, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any Grantor’s the Company's authorization given in §3 ss.3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable Grantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable Grantor’s Company's name such financing statements and amendments thereto and continuation statements which may require such Grantor’s the Company's signature.

Appointment and Powers of Administrative Agent. Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor or in the Administrative Agent’s own name, 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 that may be necessary or useful desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the following: (a) upon the occurrence and during the continuance of an Event of DefaultAcceleration Event, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction NYUCC and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, do at the Grantors’ joint and several expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Administrative Agent’s security interest Security Interest therein, in order to effect the intent of this Security Agreement, all no less as fully and effectively as the Grantors relevant Grantor might do, including including, without limitation: (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, ; (iiiii) upon written notice to the applicable relevant Grantor, the exercise of exercising voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities securities; and (iiiiv) the executionexecuting, delivery delivering and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any Grantor’s authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable relevant Grantor’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable relevant Grantor’s name such financing statements and amendments thereto and continuation statements which may require such Grantor’s signature.

Appointment and Powers of Administrative Agent. Each Grantor The Borrowers hereby irrevocably constitutes constitute and appoints appoint the Administrative Agent and any officer or agent thereof, with full power of substitution, as its their true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor the Borrowers or in the Administrative Agent’s 's own name, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantorthe Borrowers, without notice to or assent by such Grantorthe Borrowers, to do the following: (a) upon the occurrence and during the continuance of an Event of Defaultif a Default exist, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ Borrowers' expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors Borrowers might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable GrantorBorrower's Representative, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any Grantor’s the Borrowers' authorization given in §3 ss. 6.2 is not sufficient, to file such financing statements with respect hereto, with or without the applicable Grantor’s Borrowers' signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable Grantor’s Borrowers' name such financing statements and amendments thereto and continuation statements which may require such Grantor’s the Borrowers' signature.

Appointment and Powers of Administrative Agent. Each Grantor The Borrowers hereby irrevocably constitutes constitute and appoints appoint the Administrative Agent and any officer or agent thereof, with full power of substitution, as its their true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor the Borrowers or in the Administrative Agent’s 's own name, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantorthe Borrowers, without notice to or assent by such Grantorthe Borrowers, to do the following: (a) upon the occurrence and during the continuance of an Event of Defaultif a Default exist, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ Borrowers' expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less fully and effectively as the Grantors Borrowers might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable GrantorBorrower's Representative, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any Grantor’s the Borrowers' authorization given in §3 ss.6.2 is not noT sufficient, to file such financing statements with respect hereto, with or without the applicable Grantor’s Borrowers' signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable Grantor’s Borrowers' name such financing statements and amendments thereto and continuation statements which may require such Grantor’s the Borrowers' signature.

Appointment and Powers of Administrative Agent. Each Grantor The New Guarantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent Administrative Agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor the New Guarantor or in the Administrative Agent’s own name, for the purpose of carrying out the terms of this Joinder Agreement, the Guaranty and the Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Joinder Agreement, the Guaranty and the Security Agreement (with respect to the New Guarantor) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantorthe New Guarantor, without notice to or assent by such Grantorthe New Guarantor, to do the following: (ai) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction Commonwealth of Massachusetts and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, do at the Grantors’ New Guarantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems reasonably necessary or useful to protect, preserve or realize upon the Collateral and the Administrative Agent’s security interest therein, in order to effect the intent of this Joinder Agreement, the Guaranty and the Security Agreement, all no less fully and effectively as the Grantors New Guarantor might do, including including, without limitation, (ix) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (iiy) upon written notice to the applicable GrantorNew Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iiiz) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bii) to the extent that any Grantor’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable GrantorNew Guarantor’s signature, or a photocopy of this Joinder Agreement or the Security Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable GrantorNew Guarantor’s name such financing statements and amendments thereto and continuation statements which may require such Grantorthe New Guarantor’s signature.

Appointment and Powers of Administrative Agent. 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 attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in the Administrative Agent’s its own name, 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 that which may be necessary or useful desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives said attorneys the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: (a) upon in the occurrence name of such Grantor or its own name, or otherwise, take possession of and during endorse and collect any checks, drafts, notes, acceptances or other instruments for the continuance payment of an Event moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of Defaultlaw or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; (b) in the case of any Intellectual Property, generally execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Security Interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (c) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or provide any insurance and pay all or any part of the premiums therefor and the costs thereof; (d) execute, in connection with any sale provided for in Section 13, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; (e) exercise all rights of such Grantor as owner of the Pledged Securities or as party to any partnership, limited liability company or similar agreement, including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings and exercise all voting and consent rights with respect to the Pledged Securities; (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) 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; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (7) 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 Administrative Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ Administrative Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Administrative Agent’s security interest therein, in order Security Interest therein and to effect the intent of this Agreement, all no less as fully and effectively as the Grantors such Grantor might do, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bg) to the extent that any such Grantor’s 's authorization given in §3 Section 4 is not sufficient, to file such financing statements or similar documents under the laws of any jurisdiction with respect hereto, with or without the applicable such Grantor’s 's signature, or a photocopy of this Agreement in substitution for a financing statementstatement or such other document, as the Administrative Agent may deem appropriate and to execute in the applicable such Grantor’s 's name such financing statements statements, other such documents and amendments thereto and continuation statements which may require such Grantor’s 's signature. Anything in this Section 12.01 to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 12.01 (other than under paragraph (g) of this Section 12.01) unless an Event of Default shall have occurred and be continuing and, in the case of paragraph (e) of this Section 12.01 until the notice referred to in Section 7.08(h) has been given.

Appointment and Powers of Administrative Agent. Each Grantor Obligor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor Obligor or in the Administrative Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, 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 that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such GrantorObligor, without notice to or assent by such GrantorObligor, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Grantors’ such Obligor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems reasonably necessary or useful 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 no less fully and effectively as the Grantors such Obligor might do, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federalincluding, state or local agencies or authorities with respect to trademarkswithout limitation, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) notwithstanding the foregoing, prior to the extent that any Grantor’s authorization given in §3 is not sufficientoccurrence and continuance of an Event of Default, to file such financing statements with respect hereto, with or without the applicable Grantor’s such Obligor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may reasonably deem appropriate and to execute in the applicable Grantor’s such Obligor's name such financing statements and amendments thereto and continuation statements which may require such Grantor’s Obligor's signature.

Appointment and Powers of Administrative Agent. Each Grantor Assignor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of such Grantor Assignor or in the Administrative Agent’s 's own name, 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 that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such GrantorAssignor, without notice to or assent by such GrantorAssignor, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, do at the Grantors’ such Assignor's expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful 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 no less as fully and effectively as the Grantors such Assignor might do, including including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the applicable Grantorsuch Assignor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that any Grantor’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the applicable Grantor’s such Assignor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the applicable Grantor’s such Assignor's name such financing statements and amendments thereto and continuation statements which may require such Grantor’s Assignor's signature.