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

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower hereby constitutes and appoints the Administrative Agent as the Borrower’s attorney-in-fact with full authority in the place and stead of the Borrower and in the name of the Borrower, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower under this Agreement or any other Loan Document; and (g) 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 Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all Obligations.

Appointment of Administrative Agent as Attorney-In-Fact. The Parent and the Borrower hereby constitutes constitute and appoints appoint the Administrative Agent as the Borrower’s attorney-in-their attorney in fact with full authority in the place and stead of the Borrower them and in the name of the Borrowereach of them, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of any account receivables debtor or other Person obligated on the Collateral and enforce the rights of the Borrower any Loan Party with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties Lenders with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivablesAccounts, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower any Loan Party under this Agreement or any other Loan Document; and (g) 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 Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Parent and the Borrower hereby ratifies ratify and approves approve all acts of the Administrative Agent made or taken pursuant to this Section 8.6Section, agrees agree to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6Section. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Parent’s and the Borrower’s attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full in cash of all ObligationsObligations (other than unasserted contingent indemnification liabilities).

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower Borrowers hereby constitutes constitute and appoints appoint the Administrative Agent as the Borrower’s Borrowers’ attorney-in-fact with full authority in the place and stead of the Borrower Borrowers and in the name of the BorrowerBorrowers, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower Borrowers with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties Lenders with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower Borrowers under this Agreement or any other Loan Document; and (g) 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 Borrower’s Borrowers’ expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower Borrowers hereby ratifies ratify and approves approve all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s Borrowers’ attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all Obligations.

Appointment of Administrative Agent as Attorney-In-Fact. The Each Borrower hereby irrevocably designates, makes, constitutes and appoints the Administrative Agent (and all persons reasonably designated by Administrative Agent, including, without limitation, Additional Collateral Agent), with full power of substitution, as the Borrower’s Borrowers’ true and lawful attorney-in-fact with full authority (and not agent-in-fact) and Administrative Agent, or Administrative Agent's agent, may, without notice to any Borrower, and at such time or times thereafter as Administrative Agent or said agent, in its discretion, may determine, in Borrowers’ or Administrative Agent's name, at no duty or obligation on any Lender, do the place following: (a) Upon the occurrence and stead during the continuance of any Default or Event of Default, all acts and things necessary to fulfill Borrowers’ administrative duties pursuant to this Agreement and the other Loan Documents; (b) Upon the occurrence and during the continuance of any Default or Event of Default, all acts and things necessary to fulfill Borrowers’ obligations under this Agreement and the Loan Documents, except as otherwise set forth herein, at the cost and expense of Borrowers. (c) In addition to, but not in limitation of the Borrower foregoing, at any time or times upon the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the right: (i) to enter upon Borrowers’ premises and to receive and open all mail directed to Borrowers and remove all payments to Borrowers on the Receivables; however, Administrative Agent shall turn over to Borrowers all of such mail not relating to Receivables; (ii) in the name of the Borrower, from time to time in the Administrative Agent’s discretion while any Event of Default is continuingBorrowers, to take any action and notify the Post Office authorities to execute any instrument that change the address for the delivery of mail addressed to Borrowers to such address as Administrative Agent may deem necessary or advisable to accomplish designate (notwithstanding the foregoing, for the purposes of notice and service of process to or upon Borrowers as set forth in this Agreement Agreement, Administrative Agent's rights to change the address for the delivery of mail shall not give Administrative Agent the right to change the address for notice and any other Loan Document, including to: service of process to or upon Borrowers in this Agreement); (aiii) ask, demand, collect, xxx for, recover, compound, receive for and give acquittance renewals, extensions, discharges and receipts for moneys due releases of any Receivable; (iv) institute and prosecute legal and equitable proceedings to become due under realize upon the Receivables; (v) settle, compromise, compound or adjust claims in respect of any of the CollateralReceivable or any legal proceedings brought in respect thereof; (bvi) enforce the obligations of obligors of account receivables generally, sell in whole or other Person obligated on the Collateral and enforce the rights of the Borrower with respect in part for cash, credit or property to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of others or to preserve the value of itself at any of the Collateral public or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligationsprivate sale, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower under this Agreement or any other Loan Document; and (g) sell, transfer, pledgeassign, make any agreement with respect to or otherwise deal with any of the Collateral Receivables as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, except to the extent limited by any applicable Laws and subject to doany requirements of notice to Borrowers or other persons under applicable Laws; (vii) take possession and control in any manner and in any place of any cash or non-cash items of payment or proceeds of Receivables; (viii) endorse the name of Borrowers upon any notes, at the acceptances, checks, drafts, money orders, chattel paper or other evidences of payment of Receivables that may come into Administrative Agent’s option 's possession; and the Borrower’s expense, at (ix) sign Borrowers’ names on any time, all acts and things that the Administrative Agent deems necessary instruments or documents relating to protect, preserve or realize upon any of the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made , or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6on drafts against Account Debtors. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights and powers are attorney-in-fact for Borrowers is coupled with an interest and are is irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all Obligations.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrower, from time to time in purpose of carrying out the Administrative Agent’s discretion while any Event terms of Default is continuing, this Agreement to take any and all appropriate action and to execute any instrument and all documents and instruments that the Administrative Agent may deem be necessary or advisable desirable to accomplish the purposes of this Agreement and any other Loan DocumentAgreement, including to: (a) askand, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any without limiting the generality of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights foregoing, each Grantor hereby gives each of the Administrative Agent and any officer or agent thereof 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 upon the occurrence and during the continuation of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Lender Parties instruments for the payment of moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the CollateralAdministrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral 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 Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; 60010211_5 (diii) pay or discharge Taxes or taxes and Liens levied or placed upon 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 (A) direct any party liable for any payment under any of the Collateral in amounts necessary to discharge the same as determined by make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent in its sole discretion (all of such payments made by or as the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the other Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions taken pursuant to the terms of this Agreement, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrowerpurpose of carrying out the terms of this Agreement, from time to time in which such appointment and such power shall be effective and shall be exercised and exercisable only upon the Administrative Agent’s discretion while any occurrence and during the continuation of an Event of Default is continuingDefault, to take any and all appropriate action and to execute any instrument and all documents and instruments that the Administrative Agent may deem be necessary or advisable desirable to accomplish the purposes of this Agreement and any other Loan DocumentAgreement, including to: (a) askand, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any without limiting the generality of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights foregoing, each Grantor hereby gives each of the Administrative Agent and any officer or agent thereof 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 upon the occurrence and during the continuance of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Lender Parties instruments for the payment of moneys due under any Account or contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral; Administrative Agent for the purpose of collecting any and all such moneys due under any Account or contract subject to a Security Interest or with respect to any other Collateral whenever payable; (dii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ 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 or taxes and Liens levied or placed upon 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 (A) direct any party liable for any payment under any of the Collateral in amounts necessary to discharge the same as determined by make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent in its sole discretion (all of such payments made by or as the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) ask or make 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the other Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, upon the occurrence and during the continuance of an Event of Default the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions taken pursuant to the terms of this Agreement shall be payable by such Grantor to the Administrative Agent in accordance with Section 12.3 of the Credit Agreement. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrowerpurpose of carrying out the terms of this Agreement, from time to time in effective upon the Administrative Agent’s discretion while any occurrence of an Event of Default is continuingDefault, to take any and all appropriate action and to execute any instrument that the Administrative Agent and all documents and instruments which may deem be necessary or advisable 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, without notice to or assent by such Grantor, (x) to endorse a Grantor’s name on any Payment Item or other Loan Documentproceeds of Collateral (including proceeds of insurance) that come into the Administrative Agent’s possession or control and (y) upon the occurrence and during the continuation of an Event of Default, including to: to do any or all of the: (ai) askin the name of such Grantor or its own name, demandor otherwise, collecttake possession of and indorse and collect any checks, xxx fordrafts, recovernotes, compoundacceptances, receive and give acquittance and receipts Payment Item or other instruments for the payment of moneys due and under any Account or Material Contract subject to become due under a Security Interest or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations any other Collateral and to any property that secures such obligations; (c) file any claims claim or take any other action or institute proceeding in any proceedings that court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral 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 Administrative Agent may deem necessary request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or desirable represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the collection 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 preserve the value of Collateral; and (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or otherwise to enforce the rights of become due thereunder directly to the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, Chattel Paper, Document, Instrument, assignments, verifications verifications, notices and notices other documents in connection with the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; (H) 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; (I) use information contained in any data processing, electronic or information systems relating to Collateral; (J) make or adjust claims under this Agreement insurance policies; (K) use a Grantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (L) sell or assign any Accounts and other Loan DocumentCollateral upon such terms, for such amounts and at such times as the Administrative Agent deems advisable; (M) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; and (gN) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. Collateral and the Security Interests of the Secured Parties therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a); provided that, so long as no Event of Default has occurred and is continuing, the Administrative Agent shall give such Grantor prior written notice of such failure and such Grantor shall have a reasonable opportunity to cure such failure if such failure is of a type that is subject to cure. (c) The Borrower hereby ratifies and approves all acts expenses of the Administrative Agent made or incurred in connection with actions taken pursuant to the terms of this Section 8.6, agrees Agreement shall be payable by such Grantor to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this accordance with Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 10.04 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights and powers are coupled Credit Agreement. (d) Each Grantor hereby ratifies all that said attorneys-in-fact shall lawfully do or cause to be done by virtue hereof in accordance with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSection 6.1(a).

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower Holdings and the Borrowers hereby constitutes constitute and appoints appoint the Administrative Agent as the Borrower’s their attorney-in-fact with full authority in the place and stead of the Borrower each of them and in the name of the Borrowereach of them, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of any account receivables debtor or other Person obligated on the Collateral and enforce the rights of Holdings and the Borrower Borrowers with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties Lenders with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivablesAccounts, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Holdings or either Borrower under this Agreement or any other Loan Document; and (g) 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 Borrower’s Borrowers’ expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower Holdings and the Borrowers hereby ratifies ratify and approves approve all acts of the Administrative Agent made or taken pursuant to this Section 8.6Section, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6Section. The appointment pursuant to this Section 8.6 of the Administrative Agent as Holdings and the Borrower’s Borrowers’ attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full in cash of all ObligationsObligations under the Loan Documents (other than unasserted contingent indemnification liabilities).

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower For the purpose of enabling the Administrative Agent to exercise its rights under this Section 5 or otherwise in connection with this Agreement, each Pledgor hereby (i) constitutes and appoints the Administrative Agent as (and any of the BorrowerAdministrative Agent’s officers, employees or agents designated by the Administrative Agent) its true and lawful attorney-in-fact fact, with full power and authority in the place and stead of the Borrower and in the name of the Borrower, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any notice, assignment, endorsement or other instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Documentdocument, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect do any and all acts and things for and on behalf of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that Pledgor, which the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower under this Agreement or any other Loan Document; and (g) 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 Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or collect, realize upon and preserve the Pledged Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant , to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and enforce the Administrative Agent’s rights with respect to the Pledged Collateral and powers are to accomplish the purposes hereof, and (ii) revokes all previous proxies with regard to the Pledged Collateral and appoints the Administrative Agent as its proxyholder with respect to the Pledged Collateral to attend and vote at any and all meetings of the shareholders, partners or members of the Pledged Subsidiaries held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor. Each such appointment is coupled with an interest and are irrevocable, irrevocable so long as the Lenders have any Commitments, any Letter of the Commitments hereunder Credit remains outstanding, any Swap Contract or any FX/Cash Management Agreements shall be in effect effect, or the Secured Obligations have not been paid and until payment performed in full full. Such Pledgor hereby ratifies, to the extent permitted by law, all that the Administrative Agent shall lawfully and in cash good faith do or cause to be done by virtue of all Obligationsand in compliance with this Section 5.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower For the purpose of enabling the Administrative Agent to exercise its rights under this Section 5 or otherwise in connection with this Pledge Agreement, each Pledgor hereby (i) constitutes and appoints the Administrative Agent as (and any of the BorrowerAdministrative Agent’s officers, employees or agents designated by the Administrative Agent) its true and lawful attorney-in-fact fact, with full power and authority in during the place and stead continuance of the Borrower and in the name of the Borrower, from time to time in the Administrative Agent’s discretion while any an Event of Default is continuing, to take any action and to execute any notice, assignment, endorsement or other instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Documentdocument, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect do any and all acts and things for and on behalf of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that Pledgor, which the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower under this Agreement or any other Loan Document; and (g) 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 Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or collect, realize upon and preserve the Pledged Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant , to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and enforce the Administrative Agent’s rights with respect to the Pledged Collateral and powers are to accomplish the purposes hereof, (ii) revokes all previous proxies with regard to the Pledged Collateral, and (iii) appoints the Administrative Agent as its proxyholder, to be exercised during the existence of an Event of Default with respect to the Pledged Collateral to attend and vote at any and all meetings of the shareholders, partners or members of the Pledged Subsidiaries held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor. Each such appointment is coupled with an interest and are irrevocable, irrevocable so long as the Lenders have any Commitments or the Secured Obligations have not been paid and performed in full. Such Pledgor hereby ratifies, to the extent permitted by law, all that the Administrative Agent shall lawfully and in good faith do or cause to be done by virtue of the Commitments hereunder shall be and in effect and until payment in full in cash of all Obligationscompliance with this Section 5.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower Borrowers hereby constitutes constitute and appoints appoint the Administrative Agent as the Borrower’s Borrowers’ attorney-in-fact with full authority in the place and stead of the Borrower Borrowers and in the name of the BorrowerBorrowers, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx sxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower Borrowers with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties Lenders with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower Borrowers under this Agreement or any other Loan Document; and (g) 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 Borrower’s Borrowers’ expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower Borrowers hereby ratifies ratify and approves approve all acts of the Administrative Agent made or taken pursuant to this Section 8.6Section, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6Section. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s Borrowers’ attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all Obligations.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrowerpurpose of carrying out the terms of this Agreement, from time to time in effective upon the Administrative Agent’s discretion while any occurrence and continuation of an Event of Default is continuingDefault, to take any and all appropriate action and to execute any instrument that the Administrative Agent and all documents and instruments which may deem be necessary or advisable 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, without notice to or assent by such Grantor, to do any or all of the following upon the occurrence and during the continuation of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts instruments for the payment of moneys due and under any Account or Material Contract subject to become due under a Security Interest or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations any other Collateral and to any property that secures such obligations; (c) file any claims claim or take any other action or institute proceeding in any proceedings that court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral 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 Administrative Agent may deem necessary request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or desirable represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the collection 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 preserve the value of Collateral; and (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or otherwise to enforce the rights of become due thereunder directly to the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. Collateral and the Security Interests of the Secured Parties therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The Borrower hereby ratifies and approves all acts expenses of the Administrative Agent made or incurred in connection with actions taken pursuant to the terms of this Section 8.6Agreement, agrees together with interest thereon at a rate per annum equal to cooperate with the exercise highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans which are Revolving Credit Loans under the Credit Agreement, from the date of payment by the Administrative Agent in to the exercise of its rights pursuant date reimbursed by the relevant Grantor, shall be payable by such Grantor to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights and powers Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Parent and the Borrower hereby constitutes constitute and appoints appoint the Administrative Agent as the Borrower’s attorney-in-their attorney in fact with full authority in the place and stead of the Borrower them and in the name of the Borrowereach of them, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx sxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of any account receivables debtor or other Person obligated on the Collateral and enforce the rights of the Borrower any Loan Party with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties Lenders with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivablesAccounts, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower any Loan Party under this Agreement or any other Loan Document; and (g) 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 Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Parent and the Borrower hereby ratifies ratify and approves approve all acts of the Administrative Agent made or taken pursuant to this Section 8.6Section, agrees agree to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6Section. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Parent’s and the Borrower’s attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsObligations (other than unasserted contingent indemnification liabilities).

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrowerpurpose of carrying out the terms of this Agreement, from time to time in (after the Administrative Agent’s discretion while any occurrence and during the continuance of an Event of Default is continuing, to Default) take any and all appropriate action and to execute any instrument and all documents and instruments that the Administrative Agent may deem be necessary or advisable desirable to accomplish the purposes of this Agreement and any other Loan DocumentAgreement, including to: (a) askand, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any without limiting the generality of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights foregoing, each Grantor hereby gives each of the Administrative Agent and any officer or agent thereof 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 upon the occurrence and during the continuation of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Lender Parties instruments for the payment of moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property constituting Collateral; , execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; (diii) pay or discharge Taxes or taxes and Liens (other than Permitted Liens) levied or placed upon 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 (A) direct any party liable for any payment under any of the Collateral in amounts necessary to discharge the same as determined by make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent in its sole discretion (all of such payments made by or as the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) to the extent constituting Collateral, license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the other Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions taken pursuant to the terms of this Agreement shall be payable by such Grantor to the Administrative Agent in accordance with Section 14.3 of the Credit Agreement. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrowerpurpose of carrying out the terms of this Agreement, from time to time in effective upon the Administrative Agent’s discretion while any occurrence and during the continuation of an Event of Default is continuingDefault, to take any and all appropriate action and to execute any instrument and all documents and instruments that the Administrative Agent may deem be necessary or advisable desirable to accomplish the purposes of this Agreement and any other Loan DocumentAgreement, including to: (a) askand, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any without limiting the generality of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights foregoing, each Grantor hereby gives each of the Administrative Agent and any officer or agent thereof 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 upon the occurrence and during the continuance of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Lender Parties instruments for the payment of moneys due under any Account or contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral; Administrative Agent for the purpose of collecting any and all such moneys due under any Account or contract subject to a Security Interest or with respect to any other Collateral whenever payable; (dii) in the case of any Intellectual Property held by a U.S. Grantor, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such U.S. Grantor relating thereto or represented thereby; (iii) pay or discharge Taxes or taxes and Liens (other than Permitted Liens) levied or placed upon 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 (A) direct any party liable for any payment under any of the Collateral in amounts necessary to discharge the same as determined by make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent in its sole discretion (all of such payments made by or as the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) ask or make 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains) constituting Collateral, for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the other Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions taken pursuant to the terms of this Agreement shall be payable by such Grantor to the Administrative Agent in accordance with Section 12.3 of the Credit Agreement. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Guarantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Guarantor and in the name of such Guarantor or in its own name, for the Borrowerpurpose of carrying out the terms of this Agreement, from time to time in effective upon the Administrative Agent’s discretion while any occurrence and during the continuance of an Event of Default is continuingDefault, to take any and all appropriate action and to execute any instrument that the Administrative Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Guarantor hereby gives each of the Administrative Agent the power and right, on behalf of such Guarantor, without notice to or assent by such Guarantor, to do any or all of the following upon the occurrence and during the continuation of an Event of Default: (i) in the name of such Guarantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts instruments for the payment of moneys due and under any Account or contract to become due under which such Guarantor is party subject to a Security Interest or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations any other Collateral and to any property that secures such obligations; (c) file any claims claim or take any other action or institute proceeding in any proceedings that court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or such contract to which such Guarantor is party subject to a Security Interest or with respect to any other Collateral 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 Administrative Agent may deem necessary request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Guarantor relating thereto or desirable represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the collection 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 preserve the value of Collateral; and (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or otherwise to enforce the rights of become due thereunder directly to the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Guarantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Guarantor’s expense, at any time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the Security Interests of the Secured Parties therein and to effect the intent of this Agreement, all as fully and effectively as such Guarantor might do. (b) If any Guarantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 7.1(a). (c) The expenses of the Administrative 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 the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans which are Revolving Credit Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Guarantor, shall be payable by such Guarantor to the Administrative Agent on demand. (d) Each Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 7.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower Borrowers hereby constitutes constitute and appoints appoint the Administrative Agent as the Borrower’s Borrowers’ attorney-in-fact with full authority in the place and stead of the Borrower Borrowers and in the name of the BorrowerBorrowers, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower Borrowers with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties Lenders with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower Borrowers under this Agreement or any other Loan Document; and (g) 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 Borrower’s Borrowers’ expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower Borrowers hereby ratifies ratify and approves approve all acts of the Administrative Agent made or taken pursuant to this Section 8.6Section, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6Section. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s Borrowers’ attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all Obligations.

Appointment of Administrative Agent as Attorney-In-Fact. The Each Borrower hereby irrevocably designates, makes, constitutes and appoints the Administrative Agent (and all persons reasonably designated by Administrative Agent), with full power of substitution, as the Borrower’s 's true and lawful attorney-in-fact with full authority (and not agent-in-fact) and Administrative Agent, or Administrative Agent's agent, may, without notice to any Borrower, and at such time or times thereafter as Administrative Agent or said agent, in its discretion, may determine, in Borrowers' or Administrative Agent's name, at no duty or obligation on Lender, do the place following: (a) Upon the occurrence and stead during the continuance of any Default or Event of Default, all acts and things necessary to fulfill Borrowers' administrative duties pursuant to this Agreement and the other Loan Documents; (b) Upon the occurrence and during the continuance of any Default or Event of Default, all acts and things necessary to fulfill Borrowers' obligations under this Agreement and the Loan Documents, except as otherwise set forth herein, at the cost and expense of Borrowers. (c) In addition to, but not in limitation of the Borrower foregoing, at any time or times upon the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the right: (i) to enter upon Borrowers' premises and to receive and open all mail directed to Borrowers and remove all payments to Borrowers on the Receivables; however, Administrative Agent shall turn over to Borrowers all of such mail not relating to Receivables; (ii) in the name of the Borrower, from time to time in the Administrative Agent’s discretion while any Event of Default is continuingBorrowers, to take any action and notify the Post Office authorities to execute any instrument that change the address for the delivery of mail addressed to Borrowers to such address as Administrative Agent may deem necessary or advisable to accomplish designate (notwithstanding the foregoing, for the purposes of notice and service of process to or upon Borrowers as set forth in this Agreement Agreement, Administrative Agent's rights to change the address for the delivery of mail shall not give Administrative Agent the right to change the address for notice and any other Loan Document, including to: service of process to or upon Borrowers in this Agreement); (aiii) ask, demand, collect, xxx for, recover, compound, receive for and give acquittance renewals, extensions, discharges and receipts for moneys due releases of any Receivable; (iv) institute and prosecute legal and equitable proceedings to become due under realize upon the Receivables; (v) settle, compromise, compound or adjust claims in respect of any of the CollateralReceivable or any legal proceedings brought in respect thereof; (bvi) enforce the obligations of obligors of account receivables generally, sell in whole or other Person obligated on the Collateral and enforce the rights of the Borrower with respect in part for cash, credit or property to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of others or to preserve the value of itself at any of the Collateral public or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligationsprivate sale, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower under this Agreement or any other Loan Document; and (g) sell, transfer, pledgeassign, make any agreement with respect to or otherwise deal with any of the Collateral Receivables as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, except to the extent limited by any applicable Laws and subject to doany requirements of notice to Borrowers or other persons under applicable Laws; (vii) take possession and control in any manner and in any place of any cash or non-cash items of payment or proceeds of Receivables; (viii) endorse the name of Borrowers upon any notes, at the acceptances, checks, drafts, money orders, chattel paper or other evidences of payment of Receivables that may come into Administrative Agent’s option 's possession; and the Borrower’s expense, at (ix) sign Borrowers' names on any time, all acts and things that the Administrative Agent deems necessary instruments or documents relating to protect, preserve or realize upon any of the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made , or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6on drafts against Account Debtors. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights and powers are attorney-in-fact for Borrowers is coupled with an interest and are is irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all Obligations.

Appointment of Administrative Agent as Attorney-In-Fact. The Each of Borrower and each other Credit Party hereby constitutes irrevocably authorizes and appoints the Administrative Agent, or any Person or agent the Administrative Agent may designate, as the Borrower’s and each other Credit Party’s attorney-in-fact with full authority fact, at the Borrower’s cost and expense, to exercise, subject to the limitations set forth in the place and stead Section 10.2, all of the Borrower following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations to the Lenders have been paid and satisfied in full and all of the Commitments have been terminated: (a) To receive, take, endorse, sign, assign and deliver, all in the name of the Borrower, from time to time in the Administrative Agent’s discretion while , the Lenders or Borrower and each other Credit Party, as the case may be, any Event and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (b) To receive, open and dispose of Default is continuing, all mail addressed to take any action Borrower and each other Credit Party and to execute any instrument that notify postal authorities to change the address for delivery thereof to such address as the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; designate; (c) file To request at any claims time from customers indebted on Accounts, in the name of Borrower or take any action or institute any proceedings that a third party designee of the Administrative Agent, information concerning the Accounts and the amounts owing thereon; (d) To give customers indebted on Accounts notice of the Lenders’ interest therein, and/or to instruct such customers to make payment directly to the Administrative Agent may deem necessary for Borrower’s account; (e) To take or desirable for bring, in the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights name of the Administrative Agent and Agent, the other Lender Parties with respect to any of the Collateral; (d) pay Lenders or discharge Taxes Borrower, all steps, actions, suits or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined proceedings deemed by the Administrative Agent in its sole discretion (all necessary or desirable to enforce or effect collection of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand)Accounts; (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; and (f) take To file, record and register any act required or all of the Lenders’ security interest in intellectual property of the Borrower under this Agreement or any and each other Loan Document; and (g) 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 Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate Credit Party with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 United States Patent and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsTrademark Office.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrower, from time to time in purpose of carrying out the Administrative Agent’s discretion while any Event terms of Default is continuing, this Agreement to take any and all appropriate action and to execute any instrument and all documents and instruments that the Administrative Agent may deem be necessary or advisable desirable to accomplish the purposes of this Agreement and any other Loan DocumentAgreement, including to: (a) askand, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any without limiting the generality of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights foregoing, each Grantor hereby gives each of the Administrative Agent and any officer or agent thereof 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 upon the occurrence and during the continuation of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Lender Parties instruments for the payment of moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral; Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (dii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ 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 or taxes and Liens levied or placed upon 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 (A) direct any party liable for any payment under any of the Collateral in amounts necessary to discharge the same as determined by make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent in its sole discretion (all of such payments made by or as the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the other Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative 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 the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans which are Revolving Credit Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower hereby constitutes and appoints the Administrative Agent as the Borrower’s attorney-in-fact with full authority in the place and stead of the Borrower and in the name of the Borrower, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of any account receivables debtor or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties Lenders with respect to any of the Collateral; (d) pay or discharge any Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (and all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivablesAccounts, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower under this Agreement or any other Loan Document; and (g) 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 Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.68.5, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 8.5 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.68.5. The appointment pursuant to this Section 8.6 8.5 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full in cash of all Obligations.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrowerpurpose of carrying out the terms of this Agreement, from time to time in effective upon the Administrative Agent’s discretion while any occurrence and during the continuance of an Event of Default is continuingDefault, to take any and all appropriate action and to execute any instrument and all documents and instruments that the Administrative Agent may deem be necessary or advisable desirable to accomplish the purposes of this Agreement and any other Loan DocumentAgreement, including to: (a) askand, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any without limiting the generality of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights foregoing, each Grantor hereby gives each of the Administrative Agent and any officer or agent thereof 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 upon the occurrence and during the continuance of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Lender Parties instruments for the payment of moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral; Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (dii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ 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 or taxes and Liens levied or placed upon 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 (A) direct any party liable for any payment under any of the Collateral in amounts necessary to discharge the same as determined by make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent in its sole discretion (all of such payments made by or as the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) ask or make 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the other Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions taken pursuant to the terms of this Agreement, shall be payable by such Grantor to the Administrative Agent in accordance with Section 12.3 of the Credit Agreement. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Parent and the Borrower hereby constitutes constitute and appoints appoint the Administrative Agent as the Borrower’s attorney-in-their attorney in fact with full authority in the place and stead of the Borrower them and in the name of the Borrowereach of them, from time to time in the Administrative Agent’s discretion while any Event of Default is continuing, to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of any account receivables debtor or other Person obligated on the Collateral and enforce the rights of the Borrower any Loan Party with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Administrative Agent and the other Lender Parties Lenders with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivablesAccounts, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required of the Borrower any Loan Party under this Agreement or any other Loan Document; and (g) 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 Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Parent and the Borrower hereby ratifies ratify and approves approve all acts of the Administrative Agent made or taken pursuant to this Section 8.6Section, agrees agree to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6Section. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Parent’s and the Borrower’s attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsObligations (other than unasserted contingent indemnification liabilities and Cash Management Liabilities and Swap Liabilities as to which no claim has been asserted).

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, effective upon the occurrence of an Event of Default, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrower, from time to time in purpose of carrying out the Administrative Agent’s discretion while any Event terms of Default is continuingthis Agreement, to take any and all appropriate action and to execute any instrument that the Administrative Agent and all documents and instruments which may deem be necessary or advisable 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, without notice to or assent by such Grantor, to do any or all of the following upon the occurrence and during the continuation of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts instruments for the payment of moneys due and under any Account or Material Contract subject to become due under a Security Interest or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations any other Collateral and to any property that secures such obligations; (c) file any claims claim or take any other action or institute proceeding in any proceedings that court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral 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 Administrative Agent may deem necessary request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or desirable represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the collection 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 preserve the value of Collateral; and (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or otherwise to enforce the rights of become due thereunder directly to the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies Collateral and approves all acts the Security Interests of the Administrative Agent made Secured Parties therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or taken pursuant to this Section 8.6, agrees to cooperate comply with the exercise by the Administrative Agent in the exercise any of its rights pursuant to this Section 8.6 and shall notagreements contained herein, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights , 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) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and powers agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Each Borrower hereby constitutes irrevocably authorizes and appoints the Administrative Agent, or any Person or agent the Administrative Agent may designate, as the such Borrower’s 's attorney-in-fact with full authority fact, at the Borrowers' cost and expense, to exercise, subject to the limitations set forth in the place and stead Section 10.2, all of the Borrower following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations to the Lenders have been paid and satisfied in full and all of the Commitments have been terminated: (a) To receive, take, endorse, sign, assign and deliver, all in the name of the Administrative Agent, the Lenders or such Borrower, from time as the case may be, any and all checks, notes, drafts, and other documents or instruments relating to time in the Administrative Agent’s discretion while any Event Collateral; (b) To receive, open and dispose of Default is continuing, all mail addressed to take any action such Borrower and to execute any instrument that notify postal authorities to change the address for delivery thereof to such address as the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; designate; (c) file To request at any claims time from customers indebted on Accounts, in the name of such Borrower or take any action or institute any proceedings that a third party designee of the Administrative Agent, information concerning the Accounts and the amounts owing thereon; (d) To give customers indebted on Accounts notice of the Lenders' interest therein, and/or to instruct such customers to make payment directly to the Administrative Agent may deem necessary for such Borrower's account; and (e) To take or desirable for bring, in the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights name of the Administrative Agent and Agent, the other Lender Parties with respect to any of the Collateral; (d) pay Lenders or discharge Taxes such Borrower, all steps, actions, suits or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined proceedings deemed by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand); (e) sign and endorse any invoices, freight necessary or express bills, bills of lading, storage desirable to enforce or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; (f) take any act required effect collection of the Borrower under this Agreement or any other Loan Document; and (g) 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 Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsAccounts.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrowerpurpose of carrying out the terms of this Agreement, from time to time in effective upon the Administrative Agent’s discretion while any occurrence and during the continuation of an Event of Default is continuingDefault, to take any and all appropriate action and to execute any instrument and all documents and instruments that the Administrative Agent may deem be necessary or advisable desirable to accomplish the purposes of this Agreement and any other Loan DocumentAgreement, including to: (a) askand, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any without limiting the generality of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights foregoing, each Grantor hereby gives each of the Administrative Agent and any officer or agent thereof 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 upon the occurrence and during the continuance of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Lender Parties instruments for the payment of moneys due under any Account or contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral; Administrative Agent for the purpose of collecting any and all such moneys due under any Account or contract subject to a Security Interest or with respect to any other Collateral whenever payable; (dii) reserved; (iii) pay or discharge Taxes or taxes and Liens (other than Permitted Liens) levied or placed upon 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 (A) direct any party liable for any payment under any of the Collateral in amounts necessary to discharge the same as determined by make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent in its sole discretion (all of such payments made by or as the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) ask or make 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the other Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions taken pursuant to the terms of this Agreement shall be payable by such Grantor to the Administrative Agent in accordance with Section 12.3 of the Credit Agreement. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrower, from time to time in purpose of carrying out the Administrative Agent’s discretion while any Event terms of Default is continuing, this Agreement to take any and all appropriate action and to execute any instrument and all documents and instruments that the Administrative Agent may deem be necessary or advisable desirable to accomplish the purposes of this Agreement and any other Loan DocumentAgreement, including to: (a) askand, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any without limiting the generality of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights foregoing, each Grantor hereby gives each of the Administrative Agent and any officer or agent thereof 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 upon the occurrence and during the continuation of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Lender Parties instruments for the payment of moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral; Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (dii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lender Parties’ 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 or taxes and Liens levied or placed upon 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 (A) direct any party liable for any payment under any of the Collateral in amounts necessary to discharge the same as determined by make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent in its sole discretion (all of such payments made by or as the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the other Lender Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative 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 the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans which are Revolving Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrower, from time to time in purpose of carrying out the Administrative Agent’s discretion while any Event terms of Default is continuing, this Agreement to take any and all appropriate action and to execute any instrument and all documents and instruments that the Administrative Agent may deem be necessary or advisable desirable to accomplish the purposes of this Agreement and any other Loan DocumentAgreement, including to: (a) askand, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any without limiting the generality of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights foregoing, each Grantor hereby gives each of the Administrative Agent and any officer or agent thereof 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 upon the occurrence and during the continuation of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Lender Parties instruments for the payment of moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral whenever payable; (ii) in the case of any Pledged Collateral; , contact and enter into one or more agreements with the Issuers of uncertificated securities that constitute Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Administrative Agent Control over such Pledged Collateral in accordance with the terms hereof; (diii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; (iv) pay or discharge Taxes or taxes and Liens levied or placed upon 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; (v) 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 (vi) (A) direct any party liable for any payment under any of the Collateral in amounts necessary to discharge the same as determined by make payment of any and all moneys due or to become due thereunder directly to the Administrative Agent in its sole discretion (all of such payments made by or as the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the other Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative 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 the highest rate per annum at which interest would then be payable on any category of past due Base Rate Loans which are Revolving Credit Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrowerpurpose of carrying out the terms of this Agreement, from time to time in effective upon the Administrative Agent’s discretion while any occurrence and continuance of an Event of Default is continuingDefault, to take any and all appropriate action and to execute any instrument that the Administrative Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives each of 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 upon the occurrence and during the continuation of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts instruments for the payment of moneys due and under any Account or Material Contract subject to become due under a Security Interest or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations any other Collateral and to any property that secures such obligations; (c) file any claims claim or take any other action or institute proceeding in any proceedings that court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral 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 Administrative Agent may deem necessary request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or desirable represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the collection 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 preserve the value of Collateral; and (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or otherwise to enforce the rights of become due thereunder directly to the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Trademark pertains), for such term or any other Loan Documentterms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the Security Interests of the Secured Parties therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions taken pursuant to the terms of this Agreement shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints each of the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrowerpurpose of carrying out the terms of this Agreement, from time to time in effective upon the Administrative Agent’s discretion while any occurrence of an Event of Default is continuingDefault, to take any and all appropriate action and to execute any instrument that the Administrative Agent and all documents and instruments which may deem be necessary or advisable desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives each of 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 upon the occurrence and during the continuation of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts instruments for the payment of moneys due and under any Account or material contract subject to become due under a Security Interest or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations any other Collateral and to any property that secures such obligations; (c) file any claims claim or take any other action or institute proceeding in any proceedings that court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or material contract subject to a Security Interest or with respect to any other Collateral 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 Administrative Agent may deem necessary request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or desirable represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the collection 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 preserve the value of Collateral; and (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or otherwise to enforce the rights of become due thereunder directly to the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative 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 the highest rate per annum at which interest would then be payable on any category of past due ABR Loans which are Revolving Credit Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Each Borrower hereby constitutes irrevocably authorizes and appoints the Administrative Agent, or any Person or agent the Administrative Agent may designate, as the such Borrower’s 's attorney-in-fact with full authority fact, at the Borrowers' cost and expense, to exercise, subject to the limitations set forth in the place and stead Section 10.2, all of the Borrower following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations to the Lenders have been paid and satisfied in full and all of the Commitments have been terminated: (a) To receive, take, endorse, sign, assign and deliver, all in the name of the Administrative Agent, the Lenders or such Borrower, from time as the case may be, any and all checks, notes, drafts, and other documents or instruments relating to time in the Administrative Agent’s discretion while any Event Collateral; (b) To receive, open and dispose of Default is continuing, all mail addressed to take any action such Borrower and to execute any instrument that notify postal authorities to change the address for delivery thereof to such address as the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement and any other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations and to any property that secures such obligations; designate; (c) file To request at any claims time from customers indebted on Accounts, in the name of such Borrower or take any action or institute any proceedings that a third party designee of the Administrative Agent, information concerning the Accounts and the amounts owing thereon; (d) To give customers indebted on Accounts notice of the Lenders' interest therein, and/or to instruct such customers to make payment directly to the Administrative Agent may deem necessary for such Borrower's account; (e) To take or desirable for bring, in the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights name of the Administrative Agent and Agent, the other Lender Parties with respect to any of the Collateral; (d) pay Lenders or discharge Taxes such Borrower, all steps, actions, suits or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined proceedings deemed by the Administrative Agent in its sole discretion (all necessary or desirable to enforce or effect collection of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand)Accounts; (e) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles and other documents relating to the Collateral; and (f) take To file, record and register any act required or all of the Borrower under this Agreement or any other Loan Document; and (g) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any Lenders' security interest in intellectual property 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 Borrower’s expense, at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate Borrowers with the exercise by United States Patent and Trademark Office or the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsCanadian Intellectual Property Office.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrower, from time to time in purpose of carrying out the Administrative Agent’s discretion while any Event terms of Default is continuingthis Agreement, to take any and all appropriate action and to execute any instrument that the Administrative Agent and all documents and instruments which may deem be necessary or advisable 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, without notice to or assent by such Grantor, to do any or all of the following upon the occurrence and continuation of an Event of Default: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other Loan Document, including to: (a) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts instruments for the payment of moneys due and under any Account or Material Contract subject to become due under a Security Interest or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations any other Collateral and to any property that secures such obligations; (c) file any claims claim or take any other action or institute proceeding in any proceedings that court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral 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 Administrative Agent may deem necessary request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or desirable represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; (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 collection of or to preserve the value of Collateral; and (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or otherwise to enforce the rights of become due thereunder directly to the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) 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; (C) 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 the account receivables, chattel paper or general intangibles and other documents relating to any of the Collateral; (fD) take commence and prosecute any act required 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) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) 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; (G) license or assign any Copyright, Patent or Trademark (along with the goodwill of the Borrower under this Agreement business to which any such Copyright, Patent or any other Loan DocumentTrademark pertains), for such term or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (gH) generally, 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 was the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrowersuch Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney Collateral and the Administrative Agent’s rights and powers the other Secured Parties’ Security Interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement in accordance with the provisions of Section 6.1(a). (c) The expenses of the Administrative Agent incurred in connection with actions taken pursuant to the terms of this Agreement shall be payable by such Grantor to the Administrative Agent on demand. (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof in accordance with Section 6.1(a). All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable, so long as any of irrevocable until this Agreement is terminated and the Commitments hereunder shall be in effect and until payment in full in cash of all ObligationsSecurity Interests created hereby are released.

Appointment of Administrative Agent as Attorney-In-Fact. The Borrower (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as the Borrower’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrowerpurpose of carrying out the terms of this Agreement, from time to time in effective upon the Administrative Agent’s discretion while any occurrence of an Event of Default is continuingDefault, to take any and all appropriate action and to execute any instrument that the Administrative Agent and all documents and instruments which may deem be necessary or advisable 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, without notice to or assent by such Grantor, (x) to endorse a Grantor’s name on any Payment Item or other Loan Documentproceeds of Collateral (including proceeds of insurance) that come into the Administrative Agent’s possession or control and (y) upon the occurrence and during the continuation of an Event of Default, including to: to do any or all of the: (ai) askin the name of such Grantor or its own name, demandor otherwise, collecttake possession of and indorse and collect any checks, xxx fordrafts, recovernotes, compoundacceptances, receive and give acquittance and receipts Payment Item or other instruments for the payment of moneys due and under any Account or Material Contract subject to become due under a Security Interest or in respect of any of the Collateral; (b) enforce the obligations of obligors of account receivables or other Person obligated on the Collateral and enforce the rights of the Borrower with respect to such obligations any other Collateral and to any property that secures such obligations; (c) file any claims claim or take any other action or institute proceeding in any proceedings that court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account or Material Contract subject to a Security Interest or with respect to any other Collateral 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 Administrative Agent may deem necessary request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or desirable represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the collection 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 preserve the value of Collateral; and (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or otherwise to enforce the rights of become due thereunder directly to the Administrative Agent and the other Lender Parties with respect to any of the Collateral; (d) pay or discharge Taxes or Liens levied or placed upon or threatened against the Collateral in amounts necessary to discharge the same as determined by the Administrative Agent in its sole discretion (all of such payments made by the Administrative Agent shall become Obligations, due and payable immediately without demand)direct; (eB) sign ask or demand for, collect, and endorse receive payment of and receipt for, any invoicesand all moneys, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with the account receivables, chattel paper or general intangibles claims and other documents relating amounts due or to the Collateral; (f) take any act required of the Borrower under this Agreement or any other Loan Document; and (g) 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 Borrower’s expense, become due at any time, all acts and things that the Administrative Agent deems necessary to protect, preserve time in respect of or realize upon the arising out of any Collateral. The Borrower hereby ratifies and approves all acts of the Administrative Agent made or taken pursuant to this Section 8.6, agrees to cooperate with the exercise by the Administrative Agent in the exercise of its rights pursuant to this Section 8.6 and shall not, either directly or indirectly, take or fail to take any action which could impair, in any respect, any action taken by the Administrative Agent pursuant to this Section 8.6. The appointment pursuant to this Section 8.6 of the Administrative Agent as the Borrower’s attorney and the Administrative Agent’s rights and powers are coupled with an interest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until payment in full in cash of all Obligations.;