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

Collateral Trustee’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Collateral Trustee's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the following: (i) at any time when any Event of Default shall have occurred and be continuing, in the name of such Grantor or its own name or otherwise, (A) to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under or with respect to, any Collateral; (B) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; and (C) to 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; (ii) to prepare, sign and file any UCC financing statements in the name of such Grantor as debtor; (iii) to prepare, sign and deliver to the Banks appropriate evidence of the Security Interest granted herein in the Deposit Accounts in the name of such Grantor as such Grantor; (iv) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or obtain any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; (v) upon the occurrence and during the continuance of any Event of Default (A) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (B) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Proceeds thereof and to enforce any other right in respect of any Collateral; (C) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (D) to settle, compromise or adjust any suit, action or proceeding described in the preceding clause and, in connection therewith, to give such discharges or releases as the Collateral Trustee may deem appropriate; (E) and generally, to sell or transfer and make any agreement with respect to, or otherwise deal with, any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and to do, at the Collateral Trustee's option and such Grantor's expense, at any time or from time to time, all acts and things that the Collateral Trustee deems necessary or advisable to protect, preserve or realize upon the Security Interest over Collateral and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do; (vi) at any time and from time to time, to execute, in connection with any foreclosure, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Each Grantor hereby acknowledges and agrees that in acting pursuant to this power-of-attorney, the Collateral Trustee shall be acting in its own interest and such Grantor acknowledges and agrees that the Collateral Trustee shall have no fiduciary duties to such Grantor and such Grantor hereby waives any claims to the rights of a beneficiary of a fiduciary relationship hereunder.

Collateral Trustee’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Collateral Trustee's discretion, for the purpose of carrying out the terms of this the Parity Lien Documents, subject to the terms of the Intercreditor Agreement, to take any and all appropriate action and to execute any and all documents and instruments document or instrument that may be necessary or desirable to accomplish carry out the purposes terms of this Agreementthe Parity Lien Documents at any time after and during the continuance of an Event of Default, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing: (i) at any time when any Event of Default shall have occurred and be continuing, in the name of such Grantor or Grantor, in its own name or otherwise, (A) to take possession of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible or with respect toto 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 Collateral Trustee for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to Grantors, execute, deliver and have recorded any document that Collateral Trustee may request to evidence, effect, publicize or record Collateral Trustee’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Parity Lien Documents (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Sections 5.1 or 5.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or (BA) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; and , (CB) to ask or demand for, and 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; , (iiC) to prepare, sign and file any UCC financing statements in the name of such Grantor as debtor; (iii) to prepare, sign and deliver to the Banks appropriate evidence of the Security Interest granted herein in the Deposit Accounts in the name of such Grantor as such Grantor; (iv) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or obtain any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; (v) upon the occurrence and during the continuance of any Event of Default (A) to sign and indorse any invoicesinvoice, freight or express billsxxxx, bills xxxx of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verificationsverification, notices notice and other documents document in connection with any of the Collateral; , (BD) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any Proceeds thereof and to enforce any other right in respect of any Collateral; , (CE) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against such Grantor with respect to any Collateral; , (DF) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described in the preceding clause disputes and, in connection therewith, to give such discharges or releases as the Collateral Trustee may deem appropriate; , (EG) assign any Intellectual Property owned by Grantors or any IP Licenses of Grantors throughout the world on such terms and conditions and in such manner as Collateral Trustee shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, to sell sell, assign, convey, transfer or transfer and xxxxx x Xxxx on, make any agreement Contractual Obligation with respect to, or to and otherwise deal with, any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, purposes and to do, at the Collateral Trustee's option and such Grantor's expense’s option, at any time or from time to time, all acts and things that the Collateral Trustee deems necessary or advisable to protect, preserve or realize upon any Collateral and the Security Interest over Collateral Secured Parties’ security interests therein and to effect the intent of this Agreementthe Parity Lien Documents, all as fully and effectively as such Grantor might do;. (vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, Collateral Trustee, at its option, but without any time and from time obligation so to timedo, to executemay perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (b) The expenses of Collateral Trustee incurred in connection with actions undertaken as provided in this Section 6.1, together with any foreclosure, any endorsements, assignments or other instruments interest thereon and at a rate as set forth in the Parity Lien Documents from the date of conveyance or transfer with respect payment by Collateral Trustee to the Collateral. date reimbursed by the relevant Grantor, shall be payable by such Grantor to Collateral Trustee on demand. (c) Each Grantor hereby ratifies all that said attorney attorneys shall lawfully do or cause to be done by virtue hereofof this Section 6.1. This power of attorney is a power All powers, authorizations and agencies contained in this Agreement are coupled with an interest and shall be irrevocable. Each Grantor are irrevocable until this Agreement is terminated and the security interests created hereby acknowledges and agrees that in acting pursuant to this power-of-attorney, the Collateral Trustee shall be acting in its own interest and such Grantor acknowledges and agrees that the Collateral Trustee shall have no fiduciary duties to such Grantor and such Grantor hereby waives any claims to the rights of a beneficiary of a fiduciary relationship hereunderare released.

Collateral Trustee’s Appointment as Attorney-in-Fact. (a) Each 3.1. The Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such the Grantor and in the name of such the Grantor or in its own name, from time to time in the Collateral Trustee's discretionname or otherwise, for the purpose of carrying out the terms of this Collateral Trust and Security Agreement and to act in accordance with the Subordination Agreement, to take any and all appropriate such action and to execute any and all such documents and instruments that may be (other than amendments or changes to this Collateral Trust and Security Agreement) as are necessary or desirable advisable to accomplish the purposes purpose of this Agreement, Collateral Trust and Security Agreement and the Subordination Agreement and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee the power and right, on behalf of such the Grantor, without notice to or assent by such the Grantor, to do the followingfollowing only upon the occurrence and during the continuance of any Event of Default: (i) at any time when any Event of Default shall have occurred and be continuing, in the name of such Grantor or its own name or otherwise, (A) to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under or with respect to, any Collateral; (B) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; and (C) to ask or demand for, collect and receive payment of and give receipt for, for any and all moneysmonies, claims and other amounts due or and to become due at any time in respect of or arising out of any Collateral; ; (ii) to prepare, sign and file any UCC financing statements in the name of such Grantor as debtor; (iii) to prepare, sign and deliver to the Banks appropriate evidence of the Security Interest granted herein in the Deposit Accounts in the name of such Grantor as such Grantor; (iv) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or obtain any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; (v) upon the occurrence and during the continuance of any Event of Default (AB) to sign and indorse any endorse invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices in connection with accounts and other documents in connection with any of relating to the Collateral; (BC) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Proceeds proceeds thereof and to enforce any other right in respect of any Collateral; (CD) to defend any suit, action or proceeding brought against such the Grantor with respect to any Collateral; (DE) to settle, compromise or adjust any and suit, action or proceeding described in the preceding clause above and, in connection therewith, to give such appropriate discharges or releases as the Collateral Trustee may deem appropriate; and (EF) and generallygenerally to sell, to sell or transfer and transfer, assign, pledge, make any agreement with respect to, to or otherwise deal with, with any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and to do, at the Collateral Trustee's option and such Grantor's ’s expense, at any time time, or from time to time, all acts and things that the Collateral Trustee deems necessary or advisable to protect, preserve or realize upon the Security Interest over Collateral and the Collateral Trustee’s security interest therein, in order to effect the intent of this Collateral Trust and Security Agreement, all as fully and effectively as such the Grantor might do;; and (viii) at any time to pay or discharge taxes and from time to time, to execute, in connection with any foreclosure, any endorsements, assignments Liens levied or other instruments of conveyance placed on or transfer with respect to threatened against the Collateral. Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Each Grantor hereby acknowledges and agrees that in acting pursuant to this power-of-attorney, the Collateral Trustee shall be acting in its own interest and such Grantor acknowledges and agrees that the Collateral Trustee shall have no fiduciary duties to such Grantor and such Grantor hereby waives any claims to the rights of a beneficiary of a fiduciary relationship hereunder.

Collateral Trustee’s Appointment as Attorney-in-Fact. (a) Each Grantor Pledgor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor Pledgor and in the name of such Grantor Pledgor or in its own name, from time to time in the Collateral Trustee's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor Pledgor hereby gives the Collateral Trustee the power and rightright (but not the obligation), on behalf of such GrantorPledgor, without notice to or assent by such GrantorPledgor, to do any of the following: (i) at any time when any Event of Default shall have occurred and be continuing, in the name of such Grantor or its own name or otherwise, (A) to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under or with respect to, any Collateral; (B) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; and (C) to 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; (ii) to prepare, sign and file any UCC financing statements in the name of such Grantor as debtor; (iii) to prepare, sign and deliver to the Banks appropriate evidence of the Security Interest granted herein in the Deposit Accounts in the name of such Grantor as such Grantor; (iv) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or obtain any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; (vii) upon the occurrence and during the continuance of any Event of Default (A) to sign and indorse any invoicesexecute, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any sale provided for in Section 5.1 (Code and Other Remedies) or Section 5.3 (Sales), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; and (Biii) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Proceeds thereof and to enforce any other right in respect of any Collateral; (CA) to defend any suit, action or proceeding brought against such Grantor Pledgor with respect to any Collateral; , (DB) to settle, compromise or adjust any such suit, action or proceeding described in the preceding clause and, in connection therewith, to give such discharges or releases as the Collateral Trustee may deem appropriate; , and (EC) and generally, to sell or transfer sell, transfer, pledge and make any agreement with respect to, to or otherwise deal with, with any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and to do, at the Collateral Trustee's ’s option and such Grantor's Pledgor’s expense, at any time time, or from time to time, all acts and things that the Collateral Trustee deems necessary or advisable to protect, preserve or realize upon the Security Interest over Collateral and the Collateral Trustee’s security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor Pledgor might do;. STOCK PLEDGE AGREEMENT XXXXX HEALTHCARE CORPORATION Anything in this clause (a) to the contrary notwithstanding, the Collateral Trustee agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing. (vib) If any Pledgor fails to perform or comply with any of its agreements contained herein, the Collateral Trustee, at its option but without any time and from time obligation so to timedo, to executemay perform or comply, or otherwise cause performance or compliance, with such agreement. (c) The expenses of the Collateral Trustee incurred in connection with any foreclosureactions undertaken as provided in this Section 6.1, any endorsements, assignments or other instruments of conveyance or transfer together with respect interest thereon at a rate per annum equal to the Collateral. Federal Funds Rate plus 3%, from the date of payment by the Collateral Trustee to the date reimbursed by the relevant Pledgor, shall be payable by such Pledgor to the Collateral Trustee on demand. (d) Each Grantor Pledgor hereby ratifies all that said attorney attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power All powers, authorizations and agencies contained in this Agreement are coupled with an interest and shall be irrevocable. Each Grantor are irrevocable until this Agreement is terminated and the security interests created hereby acknowledges and agrees that in acting pursuant to this power-of-attorney, the Collateral Trustee shall be acting in its own interest and such Grantor acknowledges and agrees that the Collateral Trustee shall have no fiduciary duties to such Grantor and such Grantor hereby waives any claims to the rights of a beneficiary of a fiduciary relationship hereunderare released.

Collateral Trustee’s Appointment as Attorney-in-Fact. (a) Each 3.1. The Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such the Grantor and in the name of such the Grantor or in its own name, from time to time in the Collateral Trustee's discretionname or otherwise, for the purpose of carrying out the terms of this Collateral Trust and Security Agreement and to act in accordance with the Subordination Agreement, to take any and all appropriate such action and to execute any and all such documents and instruments that may be (other than amendments or changes to this Collateral Trust and Security Agreement) as are necessary or desirable advisable to accomplish the purposes purpose of this Agreement, Collateral Trust and Security Agreement and the Subordination Agreement and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee the power and right, on behalf of such the Grantor, without notice to or assent by such the Grantor, to do the following: (i) at any time when following only upon the occurrence and during me continuance of any Event of Default shall have occurred and be continuing, in the name of such Grantor or its own name or otherwise, Default: (A) to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under or with respect to, any Collateral; (B) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; and (C) to ask or demand for, collect and receive payment of and give receipt for, for any and all moneysmonies, claims and other amounts due or and to become due at any time in respect of or arising out of any Collateral; ; (ii) to prepare, sign and file any UCC financing statements in the name of such Grantor as debtor; (iii) to prepare, sign and deliver to the Banks appropriate evidence of the Security Interest granted herein in the Deposit Accounts in the name of such Grantor as such Grantor; (iv) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or obtain any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; (v) upon the occurrence and during the continuance of any Event of Default (AB) to sign and indorse any endorse invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices in connection with accounts and other documents in connection with any of relating to the Collateral; (BC) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Proceeds proceeds thereof and to enforce any other right in respect of any Collateral; (CD) to defend any suit, action or proceeding brought against such the Grantor with respect to any Collateral; (DE) to settle, compromise or adjust any suit, action or proceeding described in the preceding clause above and, in connection Connection therewith, to give such appropriate discharges or releases as the Collateral Trustee may deem appropriate; and (EF) and generallygenerally to sell, to sell or transfer and transfer, assign, pledge, make any agreement with respect to, to or otherwise deal with, with any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and to do, at the Collateral Trustee's option and such Grantor's ’s expense, at any time time, or from time to time, all acts and things that the Collateral Trustee deems necessary or advisable to protect, preserve or realize upon the Security Interest over Collateral and the Collateral Trustee’s security interest therein, in order to effect the intent of this Collateral Trust and Security Agreement, all as fully and effectively as such the Grantor might do;; and (viii) at any time to pay or discharge taxes and from time to time, to execute, in connection with any foreclosure, any endorsements, assignments Liens levied or other instruments of conveyance placed on or transfer with respect to threatened against the Collateral. Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Each Grantor hereby acknowledges and agrees that in acting pursuant to this power-of-attorney, the Collateral Trustee shall be acting in its own interest and such Grantor acknowledges and agrees that the Collateral Trustee shall have no fiduciary duties to such Grantor and such Grantor hereby waives any claims to the rights of a beneficiary of a fiduciary relationship hereunder.

Collateral Trustee’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Collateral Trustee's discretion, for the purpose of carrying out the terms of this Agreementthe Priority Lien Documents, to take any and all appropriate action and to execute any and all documents and instruments document or instrument that may be necessary or desirable to accomplish the purposes of this Agreementthe Priority Lien Documents at any time that an Event of Default shall be continuing, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing: (i) at any time when any Event of Default shall have occurred and be continuing, in the name of such Grantor or Grantor, in its own name or otherwise, (A) to take possession of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible or with respect toto 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 Trustee for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Trustee may request to evidence, effect, publicize or record the Collateral Trustee’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the First Lien Indenture or Collateral Trust Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or any document otherwise necessary or appropriate in order to evidence the sale of any Collateral; ; (BA) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; and , (CB) to ask or demand for, and 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; (ii) to prepare, sign and file any UCC financing statements in the name of such Grantor as debtor; (iii) to prepare, sign and deliver to the Banks appropriate evidence of the Security Interest granted herein in the Deposit Accounts in the name of such Grantor as such Grantor; (iv) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or obtain any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; (v) upon the occurrence and during the continuance of any Event of Default (A) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (B) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any Proceeds thereof and to enforce any other right in respect of any Collateral; (C) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (D) to settle, compromise or adjust any suit, action or proceeding described in the preceding clause and, in connection therewith, to give such discharges or releases as the Collateral Trustee may deem appropriate; (E) and generally, to sell or transfer and make any agreement with respect to, or otherwise deal with, any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and to do, at the Collateral Trustee's option and such Grantor's expense, at any time or from time to time, all acts and things that the Collateral Trustee deems necessary or advisable to protect, preserve or realize upon the Security Interest over Collateral and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do; (vi) at any time and from time to time, to execute, in connection with any foreclosure, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. Each Grantor hereby acknowledges and agrees that in acting pursuant to this power-of-attorney, the Collateral Trustee shall be acting in its own interest and such Grantor acknowledges and agrees that the Collateral Trustee shall have no fiduciary duties to such Grantor and such Grantor hereby waives any claims to the rights of a beneficiary of a fiduciary relationship hereunder.,

Collateral Trustee’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Collateral Trustee's discretion, for the purpose of carrying out the terms of this Agreementthe Pari Passu Lien Documents, to take any and all appropriate action and to execute any and all documents and instruments document or instrument that may be necessary or desirable to accomplish the purposes of this Agreementthe Pari Passu Lien Documents at any time that an Event of Default shall be continuing, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the followingfollowing when an Event of Default shall be continuing: (i) at any time when any Event of Default shall have occurred and be continuing, in the name of such Grantor or Grantor, in its own name or otherwise, (A) to take possession of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible or with respect toto 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 Trustee for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Trustee may request to evidence, effect, publicize or record the Collateral Trustee’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Notes Indenture or Collateral Trust Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to effect or any document otherwise necessary or appropriate in order to evidence the sale of any Collateral; ; (BA) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; and , (CB) to ask or demand for, and 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; , (iiC) to prepare, sign and file any UCC financing statements in the name of such Grantor as debtor; (iii) to prepare, sign and deliver to the Banks appropriate evidence of the Security Interest granted herein in the Deposit Accounts in the name of such Grantor as such Grantor; (iv) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or obtain any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; (v) upon the occurrence and during the continuance of any Event of Default (A) to sign and indorse any invoicesinvoice, freight or express billsxxxx, bills xxxx of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verificationsverification, notices notice and other documents document in connection with any of the Collateral; , (BD) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any Proceeds thereof and to enforce any other right in respect of any Collateral; , (CE) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against such Grantor with respect to any Collateral; , (DF) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described in the preceding clause disputes with respect to any Collateral and, in connection therewith, to give such discharges or releases as the Collateral Trustee may deem appropriate; , (EG) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Trustee shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, to sell sell, assign, convey, transfer or transfer and xxxxx x Xxxx on, make any agreement Contractual Obligation with respect to, or to and otherwise deal with, any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, purposes and to do, at the Collateral Trustee's option and such Grantor's expense’s option, at any time or from time to time, all acts and things that the Collateral Trustee deems necessary or advisable to protect, preserve or realize upon any Collateral and the Security Interest over Collateral Secured Parties’ security interests therein and to effect the intent of this Agreementthe Pari Passu Lien Documents, all as fully and effectively as such Grantor might do;; or (vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, at the Collateral Trustee’s option, but without any time and from time obligation to timedo so, to executemay perform or comply, or otherwise cause performance or compliance, such Contractual Obligation. (b) The expenses of the Collateral Trustee incurred in connection with any foreclosure, any endorsements, assignments or other instruments of conveyance or transfer with respect actions undertaken as provided in this Section 7.1 shall be payable by such Grantor to the Collateral. Collateral Trustee on demand pursuant to Section 7.6 of the Notes Indenture. (c) Each Grantor hereby ratifies all that said attorney attorneys shall lawfully do or cause to be done by virtue hereofof this Section 7.1. This power of attorney is a power All powers, authorizations and agencies contained in this Agreement are coupled with an interest and shall be irrevocable. Each Grantor are irrevocable until this Agreement is terminated and the security interests created hereby acknowledges and agrees that in acting pursuant to this power-of-attorney, the Collateral Trustee shall be acting in its own interest and such Grantor acknowledges and agrees that the Collateral Trustee shall have no fiduciary duties to such Grantor and such Grantor hereby waives any claims to the rights of a beneficiary of a fiduciary relationship hereunderare released.

Collateral Trustee’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the Collateral Trustee's discretion, for the purpose of carrying out the terms of this Agreementthe Secured Debt Documents, to take any and all appropriate action and to execute any and all documents and instruments document or instrument that may be necessary or desirable to accomplish the purposes of this Agreementthe Secured Debt Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the followingfollowing when a Secured Debt Default shall be continuing: (i) at any time when any Event of Default shall have occurred and be continuing, in the name of such Grantor or Grantor, in its own name or otherwise, (A) to take possession of and indorse and collect any checkscheck, draftsdraft, notesnote, acceptances acceptance or other instruments instrument for the payment of moneys due under any account or general intangible or with respect toto 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 Trustee for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Trustee may request to evidence, effect, publicize or record the Collateral Trustee’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Secured Debt Documents (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 5.1 or Section 5.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or (BA) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; and , (CB) to ask or demand for, and 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; , (iiC) to prepare, sign and file any UCC financing statements in the name of such Grantor as debtor; (iii) to prepare, sign and deliver to the Banks appropriate evidence of the Security Interest granted herein in the Deposit Accounts in the name of such Grantor as such Grantor; (iv) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or obtain any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; (v) upon the occurrence and during the continuance of any Event of Default (A) to sign and indorse any invoicesinvoice, freight or express billsxxxx, bills xxxx of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verificationsverification, notices notice and other documents document in connection with any of the Collateral; , (BD) to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any Proceeds thereof and to enforce any other right in respect of any Collateral; , (CE) to defend any suitactions, action suits, proceedings, audits, claims, demands, orders or proceeding disputes brought against such Grantor with respect to any Collateral; , (DF) to settle, compromise or adjust any suitsuch actions, action suits, proceedings, audits, claims, demands, orders or proceeding described in the preceding clause disputes and, in connection therewith, to give such discharges or releases as the Collateral Trustee may deem appropriate; , (EG) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Trustee shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, to sell sell, assign, convey, transfer or transfer and xxxxx x Xxxx on, make any agreement Contractual Obligation with respect to, or to and otherwise deal with, any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, purposes and to do, at the Collateral Trustee's option and such Grantor's expense’s option, at any time or from time to time, all acts and things that the Collateral Trustee deems necessary or advisable to protect, preserve or realize upon any Collateral and the Security Interest over Collateral Secured Parties’ security interests therein and to effect the intent of this Agreementthe Secured Debt Documents, all as fully and effectively as such Grantor might do;. (vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Trustee, at its option, but without any time and from time obligation so to timedo, to executemay perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. (b) The expenses of the Collateral Trustee incurred in connection with any foreclosure, any endorsements, assignments or other instruments of conveyance or transfer with respect actions undertaken as provided in this Section 6.1 shall be payable by such Grantor to the Collateral. Collateral Trustee on demand and as provided by Section 10.10 of the Collateral Trust Agreement. (c) Each Grantor hereby ratifies all that said attorney attorneys shall lawfully do or cause to be done by virtue hereofof this Section 6.1. This power of attorney is a power All powers, authorizations and agencies contained in this Agreement are coupled with an interest and shall be irrevocable. Each Grantor are irrevocable until this Agreement is terminated and the security interests created hereby acknowledges and agrees that in acting pursuant to this power-of-attorney, the Collateral Trustee shall be acting in its own interest and such Grantor acknowledges and agrees that the Collateral Trustee shall have no fiduciary duties to such Grantor and such Grantor hereby waives any claims to the rights of a beneficiary of a fiduciary relationship hereunderare released.