Common use of Cumulative Remedies; Power of Attorney Clause in Contracts

Cumulative Remedies; Power of Attorney. Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender (and all Persons designated by Lender in its sole and absolute discretion) as Borrower's true and lawful attorney-in-fact, and authorizes Lender and any of Lender's designees, in Borrower's or Lender's name, to take any action and execute any instrument to the extent necessary to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrower, to (i) endorse Borrower's name on all applications, documents, papers and instruments necessary or desirable for Lender in the use of the Copyrights or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or the Licenses to anyone, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, under the Licenses, to anyone, and (iv) take any other actions with respect to the Copyrights or the Licenses as Lender deems in its best interest. Borrower hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan Agreement shall have been terminated. Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender under the Loan Agreement or any of the Financing Agreements, but rather is intended to facilitate the exercise of such rights and remedies. Lender shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreements.

Cumulative Remedies; Power of Attorney. The Borrower agrees, upon the request of the Administrative Agent and promptly following such request, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement. The Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Administrative Agent (and all Persons designated by Lender the Administrative Agent in its sole and absolute discretion) as the Borrower's true and lawful attorney-in-fact, and authorizes Lender the Administrative Agent and any of Lenderthe Administrative Agent's designees, in the Borrower's or Lenderthe Administrative Agent's name, from and after the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument to which the extent Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrower, to (i) to endorse the Borrower's name on all applications, documents, papers and instruments necessary or desirable for Lender the Administrative Agent in the use use, prosecution or protection of the Copyrights Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the CopyrightsPatents, or, to the extent permitted, under Trademarks or the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Copyrights Patents or the Trademarks or, to the extent permitted, the Licenses as Lender the Administrative Agent deems in its own or the Lenders' best interest. The Borrower hereby ratifies all that such attorney shall lawfully do or or, to the extent permitted, cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. The Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Administrative Agent or the other Lenders under the Loan Agreement or any of the Financing AgreementsAgreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Administrative Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence of If an Event of Default or a Default has occurred and is continuing and the election by Lender Administrative Agent has elected to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Copyrights Patents, the Trademarks and the Licenses to Lender the Administrative Agent or any transferee of Lender the Administrative Agent and to execute and deliver to Lender the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Administrative Agent's sole discretion, to effect such assignment, conveyance and transfer; PROVIDED that in the case of any Patents, Trademarks and Licenses licensed to the Borrower by third parties, such transfer shall be solely to the extent any of the foregoing are transferable pursuant to operative agreements between the Borrower and such third party. All of Lenderthe Administrative Agent's rights and remedies with respect to the Patents Patents, the Trademarks and the Licenses, whether established hereby, by the Loan AgreementSecurity Agreements, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of if an Event of Default or a Defaulthas occurred and is continuing, Lender the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement Security Agreements and any of the other Financing AgreementsLoan Documents. The Borrower agrees that any notification of intended disposition of any of the Patents, Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; PROVIDED, that the Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Borrower The Grantor agrees, upon the request of the Administrative Agent and promptly following such request, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement. The Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Administrative Agent (and all Persons designated by Lender the Administrative Agent in its sole and absolute discretion) as Borrowerthe Grantor's true and lawful attorney-in-fact, and authorizes Lender the Administrative Agent and any of Lenderthe Administrative Agent's designees, in Borrowerthe Grantor's or Lenderthe Administrative Agent's name, from and after the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument to which the extent Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrower, to (i) to endorse Borrowerthe Grantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Administrative Agent in the use use, prosecution or protection of the Copyrights Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the CopyrightsPatents, or, to the extent permitted, under Trademarks or the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Copyrights Patents or the Trademarks or, to the extent permitted, the Licenses as Lender the Administrative Agent deems in its own or the Lenders' best interest. Borrower The Grantor hereby ratifies all that such attorney shall lawfully do or or, to the extent permitted, cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower The Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Administrative Agent or the other Lenders under the Loan Agreement or any of the Financing AgreementsAgreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Administrative Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence of If an Event of Default or a Default has occurred and is continuing and the election by Lender Administrative Agent has elected to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Patents, Trademarks and Licenses, Borrower the Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Copyrights Patents, the Trademarks and the Licenses to Lender the Administrative Agent or any transferee of Lender the Administrative Agent and to execute and deliver to Lender the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Administrative Agent's sole discretion, to effect such assignment, conveyance and transfer; PROVIDED that in the case of any Patents, Trademarks and Licenses licensed to the Borrower by third parties, such transfer shall be solely to the extent any of the foregoing are transferable pursuant to operative agreements between the Borrower and such third party. All of Lenderthe Administrative Agent's rights and remedies with respect to the Patents Patents, the Trademarks and the Licenses, whether established hereby, by the Loan AgreementSecurity Agreements, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of if an Event of Default or a Defaulthas occurred and is continuing, Lender the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement Security Agreements and any of the other Financing AgreementsLoan Documents. The Grantor agrees that any notification of intended disposition of any of the Patents, Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; PROVIDED, that the Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. The Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Collateral Agent (and all Persons designated by Lender the Collateral Agent in its sole and absolute discretion) as the Borrower's true and lawful attorney-in-fact, and authorizes Lender and any of Lender's designees, in Borrower's or Lender's name, to take any action and execute any instrument to the extent necessary to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrower, tothe (i) endorse the Borrower's name on all applications, documents, papers and instruments necessary or desirable for Lender the Collateral Agent in the use use, prosecution or protection of the Copyrights Patents or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Patents or the Licenses to anyoneanyone on commercially reasonable terms (but subject to the terms thereof), (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, Patents or under the Licenses, to anyoneanyone on commercially reasonable terms (but only, in the case of Licenses, to the extent permitted under such Licenses) and (iv) take any other actions with respect to the Copyrights Patents or the Licenses as Lender the Collateral Agent deems in its own best interestinterest or in the best interest of the Agents or the Lenders. The Borrower hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. The Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Collateral Agent, the other Agents or the Lenders under the Loan Agreement or any of the Financing AgreementsDocuments, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Collateral Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Patents or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender the Collateral Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Patents and Licenses, the Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights Patents and the Licenses to Lender the Collateral Agent or any transferee of Lender the Collateral Agent and to execute and deliver to Lender the Collateral Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Collateral Agent's sole discretiondiscretion exercised in a commercially reasonable manner, to effect such assignment, conveyance and transfer. All of Lenderthe Collateral Agent's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender the Collateral Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsLoan Documents. The Borrower agrees that any notification of intended disposition of any of the Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; provided, however, that the Collateral Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Administrative Agent (and all Persons designated by Lender the Administrative Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, and authorizes Lender the Administrative Agent and any of Lenderthe Administrative Agent's designees, in BorrowerGrantor's or Lenderthe Administrative Agent's name, to take any action and execute any instrument to which the extent Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after during the occurrence continuance of an Event of Default or a Default and the giving by Lender the Administrative Agent of notice to Borrower Grantor of Lenderthe Administrative Agent's intention to enforce its rights and claims against BorrowerGrantor, to (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Administrative Agent in the use of the Copyrights Patents or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Patents or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Patents or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Patents or the Licenses as Lender the Administrative Agent deems in its own or the Holders of Secured Obligations' best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Secured Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Administrative Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Administrative Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Patents or the Licenses may be located or deemed located. Upon the occurrence and during the continuance of an Event of Default or a Default and the election by Lender the Administrative Agent to exercise any 5 33 of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Patents and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Patents and the Licenses to Lender the Administrative Agent or any transferee of Lender the Administrative Agent and to execute and deliver to Lender the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Administrative Agent's sole discretion, to effect such assignment, conveyance and transfer. All of Lenderthe Administrative Agent's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Default, Lender the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsLoan Documents. Grantor agrees that any notification of intended disposition of any of the Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Agent (and all Persons designated by Lender the Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, and authorizes Lender the Agent and any of Lenderthe Agent's designees, in BorrowerGrantor's or Lenderthe Agent's name, to take any action and execute any instrument to which the extent Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender the Agent of notice to Borrower Grantor of Lenderthe Agent's intention to enforce its rights and claims against BorrowerGrantor, to (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Agent in the use of the Copyrights Patents or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Patents or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Patents or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Patents or the Licenses as Lender the Agent deems in its own or the Holders of Secured Obligations' best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Secured Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Patents or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender the Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Patents and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Patents and the Licenses to Lender the Agent or any transferee of Lender the Agent and to execute and deliver to Lender the Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Agent's sole discretion, to effect such assignment, conveyance and transfer. All of Lenderthe Agent's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender the Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsLoan Documents. Grantor agrees that any notification of intended disposition of any of the Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; PROVIDED, HOWEVER, that the Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Upon the occurrence and during the continuance of a Designated Default Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Agent (and all Persons designated by Lender the Agent in its sole and absolute discretion) as Borrower's true and lawful attorney-in-fact, and authorizes Lender the Agent and any of Lenderthe Agent's designees, in Borrower's or Lenderthe Agent's name, to take any action and execute any instrument to which the extent Agent reasonably deems necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender the Agent of notice to Borrower of Lenderthe Agent's intention to enforce its rights and claims against Borrower, to including, without limitation, to (i) endorse Borrower's name on all applications, documents, papers and instruments necessary or desirable for Lender the Agent in the use of the Copyrights Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, and (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms; provided, however, that the Borrower hereby irrevocably designates constitutes and (iv) appoints the Agent as Borrower's true and lawful attorney -in-fact and authorizes the Agent, at any time, to take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender the Agent deems in reasonably necessary to protect its best interestown or the Holders of Secured Obligations' interests under the Credit Agreement consistent with the terms of this Agreement. Borrower hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Secured Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence and during the continuance of an Event of Default or a Designated Default and the election by Lender the Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender the Agent or any transferee of Lender the Agent and to execute and deliver to Lender the Agent or any such transferee all such agreements, documents and instruments as may reasonably be necessary, in Lenderthe Agent's sole discretion, to effect such assignment, conveyance and transfer. All of Lenderthe Agent's rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Designated Default, Lender the Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsLoan Documents. Borrower agrees that any notification of intended disposition of any of the Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; provided, however, that the Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender Agent (and all Persons designated by Lender Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, with full power of substitution, and authorizes Lender Agent and any of LenderAgent's designees, in BorrowerGrantor's or LenderAgent's name, upon the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument to the extent which Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender Agent of notice to Borrower Grantor of LenderAgent's intention to enforce its rights and claims against BorrowerGrantor, to (iI) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender Agent in the use of the Copyrights Trademarks or the Licenses, (iiII) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iiiIII) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (ivIV) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender Agent deems in its best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations shall have been paid and satisfied in full in cash and the Loan Security Agreement, the Credit Agreement and each of the other Credit Documents shall have been terminatedterminated pursuant to the respective terms and provisions thereof. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender Agent under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender Agent or any transferee of Lender Agent and to execute and deliver to Lender Agent or any such transferee all such agreements, documents and instruments as may be necessary, in LenderAgent's sole discretion, to effect such assignment, conveyance and transfer. All of LenderAgent's rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Default, Lender Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsCredit Documents. Grantor agrees that any notification of intended disposition of any of the Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) Business Days before such disposition; PROVIDED, THAT Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Borrower The Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Collateral Agent (and all Persons designated by Lender the Collateral Agent in its sole and absolute discretion) as Borrowerthe Grantor's true and lawful attorney-in-fact, and authorizes Lender the Collateral Agent and any of Lenderthe Collateral Agent's designees, in Borrowerthe Grantor's or Lenderthe Collateral Agent's name, to take any action and execute any instrument to which the extent Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender the Collateral Agent of notice to Borrower the Grantor of Lenderthe Collateral Agent's intention to enforce its rights and claims against Borrowerthe Grantor, to (i) endorse Borrowerthe Grantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Collateral Agent in the use use, prosecution or protection of the Copyrights Patents or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Patents or the Licenses to anyoneanyone on commercially reasonable terms (but subject to the terms thereof), (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, Patents or under the Licenses, to anyoneanyone on commercially reasonable terms (but only, in the case of Licenses, to the extent permitted under such Licenses) and (iv) take any other actions with respect to the Copyrights Patents or the Licenses as Lender the Collateral Agent deems in its own best interestinterest or in the best interest of the Agents or the Lenders. Borrower The Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower The Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Collateral Agent, the other Agents or the Lenders under the Loan Agreement or any of the Financing AgreementsDocuments, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Collateral Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Patents or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender the Collateral Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Patents and Licenses, Borrower the Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Patents and the Licenses to Lender the Collateral Agent or any transferee of Lender the Collateral Agent and to execute and deliver to Lender the Collateral Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Collateral Agent's sole discretiondiscretion exercised in a commercially reasonable manner, to effect such assignment, conveyance and transfer. All of Lenderthe Collateral Agent's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender the Collateral Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsLoan Documents. The Grantor agrees that any notification of intended disposition of any of the Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; provided, however, that the Collateral Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Borrower Following the occurrence and during the continuance of a Default, the Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Agent (and all Persons designated by Lender the Agent in its sole and absolute discretion) as Borrower's the Grantor’s true and lawful attorney-in-fact, and authorizes Lender the Agent and any of Lender's the Agent’s designees, in Borrower's the Grantor’s or Lender's the Agent’s name, to take any action and execute any instrument to which the extent Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender the Agent of written notice to Borrower such Grantor of Lender's the Agent’s intention to enforce its rights and claims against Borrowerthe Grantor, to to (i) endorse Borrower's the Grantor’s name on all applications, documents, papers and instruments necessary or otherwise desirable for Lender the Agent in the use of the Copyrights Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, Licenses to anyone, on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender the Agent deems in its own or the Holders of Secured Obligations’ best interest. Borrower the Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Credit Agreement and the other Loan Agreement Documents shall have been terminated. Borrower The Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsPledge and Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence and during the continuance of an Event of Default or a Default and the election by Lender the Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, Borrower the Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender the Agent or any transferee of Lender the Agent and to execute and deliver to Lender the Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's the Agent’s sole discretion, to effect such assignment, conveyance and transfer. All of Lender's the Agent’s rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Pledge and Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Default, Lender the Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Pledge and Security Agreement and any of the other Financing AgreementsLoan Documents. The Grantor agrees that any notification of intended disposition of any of the Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition. Notwithstanding anything herein to the contrary, in no event shall the rights and remedies of the Agent, any Holder of Secured Obligations or any of their respective designees or representatives, granted hereunder or any other Loan Document, be construed to permit any such Person to take any action or fail to act in violation of any law or the terms and conditions of any License or other agreement or document covering any of the collateral granted to the Agent hereunder.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Agent (and all Persons designated by Lender the Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, and authorizes Lender the Agent and any of Lenderthe Agent's designees, in BorrowerGrantor's or Lenderthe Agent's name, to take any action and execute any instrument to which the extent Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender the Agent of notice to Borrower Grantor of Lenderthe Agent's intention to enforce its rights and claims against BorrowerGrantor, to (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Agent in the use of the Copyrights Copyrights, the Licenses or the Licensescopyrightable materials, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or Copyrights, the Licenses or copyrightable materials to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Copyrights or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights or Copyrights, the Licenses or any copyrightable materials as Lender the Agent deems in its own or the Holders of Secured Obligations' best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Secured Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender the Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights and the Licenses to Lender the Agent or any transferee of Lender the Agent and to execute and deliver to Lender the Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Agent's sole discretion, to effect such assignment, conveyance and transfer. All of Lenderthe Agent's rights and remedies with respect to the Patents Copyrights and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender the Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsLoan Documents. Grantor agrees that any notification of intended disposition of any of the Copyrights and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; PROVIDED, HOWEVER, that the Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. All of the rights and remedies of the Lender with respect to the Patents or Licenses, whether established hereby, by any other agreements or by law, shall be cumulative and may be exercised singularly or concurrently. The Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints the Lender (and all Persons designated by the Lender may designate, in its sole and absolute discretion) , as the Borrower's true and lawful attorney-in-fact, with full authority in the place and authorizes Lender stead of the Borrower and any in the name of Lender's designees, in Borrower's the Borrower or Lender's nameotherwise, to take any action and to execute any instrument to which the extent Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation, from and after the occurrence and during the continuation of an Event of Default or a Default and in the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrowersole discretion, to (i) endorse the endorsement of the Borrower's name on all applications, documents, papers and instruments necessary related to the Patents or desirable for Lender in the use of the Copyrights or the Licenses, (ii) assignthe assignment, pledge, convey conveyance or otherwise transfer title in or dispose other disposition of the Copyrights Patents or the Licenses to anyoneanyone on commercially reasonable terms, (iii) the grant or issue issuance of any exclusive or nonexclusive non-exclusive license under any of the Copyrights, or, to the extent permitted, under the Licenses, to anyone, Patents or Licenses and (iv) take the taking of any other actions with respect to the Copyrights Patents or the Licenses as the Lender deems in its best interestnecessary or desirable. The Borrower hereby ratifies all that such attorney attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and all financing arrangements between the Lender and the Loan Agreement Borrower shall have been terminated. The Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Lender under the Loan Agreement or any of the Financing Agreementsrelated agreements, but rather is intended to facilitate the exercise of such rights and remedies. The Lender shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Patents or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreements.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender Agent (and all Persons designated by Lender Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, with full power of substitution, and authorizes Lender Agent and any of LenderAgent's designees, in BorrowerGrantor's or LenderAgent's name, upon the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument to the extent which Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender Agent of notice to Borrower Grantor of LenderAgent's intention to enforce its rights and claims against BorrowerGrantor, to (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender Agent in the use of the Copyrights Patents or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Patents or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Patents or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Patents or the Licenses as Lender Agent deems in its best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations shall have been paid and satisfied in full in cash and the Loan Security Agreement, the Credit Agreement and each of the other Credit Documents shall have been terminatedterminated pursuant to the respective terms and provisions thereof. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender Agent under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Patents or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Patents and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Patents and the Licenses to Lender Agent or any transferee of Lender Agent and to execute and deliver to Lender Agent or any such transferee all such agreements, documents and instruments as may be necessary, in LenderAgent's sole discretion, to effect such assignment, conveyance and transfer. All of LenderAgent's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Default, Lender Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsCredit Documents. Grantor agrees that any notification of intended disposition of any of the Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) Business Days before such disposition; PROVIDED, THAT Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Borrower All of Lender’s rights and remedies with respect to the Trademarks and the Licenses, whether established hereby, by any other agreements or by law, shall be cumulative and may be exercised singularly or concurrently. The Company hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender (and all Persons designated by Lender in its sole and absolute discretion) as Borrower's true and lawful Company’s attorney-in-fact, with full authority in the place and authorizes Lender stead of Company and any in the name of Lender's designees, in Borrower's Company or Lender's name, otherwise to take any action and execute any instrument carry out the acts described below. Subject to the extent necessary to accomplish terms of the purposes of this AgreementNote, including, without limitation, from and after upon the occurrence of and during the continuance of an Event of Default or a Default and Default, the giving by Company hereby authorizes Lender of notice to Borrower of Lender's intention to enforce to, in its rights and claims against Borrowersole discretion, to (i) endorse Borrower's Company’s name on all applications, documents, papers and instruments necessary or desirable for Lender in to exercise its rights and remedies regarding the use of the Copyrights or Trademarks and the Licenses, (ii) take any other actions to exercise its rights and remedies regarding the Trademarks and the Licenses as Lender deems are in its best interest, (iii) grant or issue any exclusive or nonexclusive license under the Trademarks to anyone on commercially reasonable terms, and (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or the Licenses Trademarks to anyoneanyone on commercially reasonable terms. Lender shall take no action pursuant to subsection (i), (ii), (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, under the Licenses, to anyone, and (iv) take any other actions of this Section 15 without taking like action with respect to the Copyrights or entire goodwill of Company’s business connected with the Licenses as Lender deems in its best interestuse of, and symbolized by, such Trademarks. Borrower The Company hereby ratifies all such actions that such attorney attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan this Agreement shall have been terminatedterminated pursuant to Section 6 hereof. Borrower The Company acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender under the Loan Agreement or any of the Financing AgreementsDocuments, but rather is intended to facilitate the exercise of such rights and remedies. Lender shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which which, respectively, either (y) the Copyrights or the Licenses Trademarks may be located or deemed located. Upon the occurrence of an Event of Default , or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and (z) the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to were granted (the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreements“UCC”).

Cumulative Remedies; Power of Attorney. Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender (and all Persons designated by Lender in its sole and absolute discretion) as Borrower's true and lawful attorney-in-fact, and authorizes Lender and any of Lender's designees, in Borrower's or Lender's name, to take any action and execute any instrument to the extent necessary to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrower, to (i) endorse Borrower's name on all applications, documents, papers and instruments necessary or desirable for Lender in the use of the Copyrights Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyone, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, to anyone, and (iv) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender deems in its best interest. Borrower hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan Agreement shall have been terminated. Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender under the Loan Agreement or any of the Financing Agreements, but rather is intended to facilitate the exercise of such rights and remedies. Lender shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreements.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Agent (and all Persons designated by Lender the Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, and authorizes Lender the Agent and any of Lenderthe Agent's designees, in BorrowerGrantor's or Lenderthe Agent's name, to take any action and execute any instrument to which the extent Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender the Agent of notice to Borrower Grantor of Lenderthe Agent's intention to enforce its rights and claims against BorrowerGrantor, to (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Agent in the use of the Copyrights Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender the Agent deems in its own or the Holders of Secured Obligations' best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender the Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender the Agent or any transferee of Lender the Agent and to execute and deliver to Lender the Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Agent's sole discretion, to effect such assignment, conveyance and transfer. All of Lenderthe Agent's rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender the Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsLoan Documents. Grantor agrees that any notification of intended disposition of any of the Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; PROVIDED, HOWEVER, that the Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. All of Lender’s rights and remedies with respect to the Patents and the Licenses, whether established hereby, by any other agreement or by law, shall be cumulative and may be exercised singularly or concurrently. Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender (and all Persons designated by Lender in its sole and absolute discretion) as Borrower's true and lawful ’s attorney-in-fact, with full authority in the place and authorizes Lender stead of Borrower and any in the name of Lender's designees, in Borrower's Borrower or Lender's name, otherwise to take any action and execute any instrument carry out the acts described below. Subject to the extent necessary to accomplish terms of the purposes of this Note Purchase Agreement, includingthe Senior Subordination Agreement and the Junior Subordination Agreement, without limitation, from and after upon the occurrence and during the continuance of an Event of Default or a Default and the giving by Default, Borrower hereby authorizes Lender of notice to Borrower of Lender's intention to enforce to, in its rights and claims against Borrowersole discretion, to (i) endorse Borrower's ’s name on all applications, documents, papers and instruments necessary or desirable for Lender in the use of the Copyrights or Patents and the Licenses, (ii) take any other actions with respect to the Patents and the Licenses as Lender deems is in its best interest, (iii) grant or issue any exclusive or non-exclusive license with respect to the Patents to anyone on commercially reasonable terms, and (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or Patents and the Licenses to anyone, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, under the Licenses, to anyone, and (iv) take any other actions with respect to the Copyrights or the Licenses as Lender deems in its best interestanyone on commercially reasonable terms. Borrower hereby ratifies all that such attorney attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan this Agreement shall have been terminatedterminated pursuant to Section 6. Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender under the Loan Agreement or any of the Financing AgreementsNote Purchase Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as as, enacted in any jurisdiction in which the Copyrights or the Licenses Patents may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreements.

Cumulative Remedies; Power of Attorney. Borrower All of Grantee’s rights and remedies with respect to the Trademarks and the Licenses, whether established hereby, by any other agreements or by law, shall be cumulative and may be exercised singularly or concurrently. Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender (and all Persons designated by Lender in its sole and absolute discretion) Grantee as Borrower's true and lawful Grantor’s attorney-in-fact, with full authority in the place and stead of Grantor and in the name of Grantor or otherwise to carry out the acts described below. Upon the occurrence and during the continuance of a Default, Grantor hereby authorizes Lender and any of Lender's designeesGrantee to, in Borrower's or Lender's nameits sole discretion, to take any action and execute any instrument to the extent necessary to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrower, to (i) endorse Borrower's Grantor’s name on all applications, documents, papers and instruments necessary or desirable for Lender Grantee in the use of the Copyrights or Trademarks and the Licenses, (ii) take any other actions with respect to the Trademarks and the Licenses as Grantee deems is in its best interest, (iii) grant or issue any exclusive or non-exclusive license with respect to the Trademarks to anyone on commercially reasonable terms, and (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or Trademarks and the Licenses to anyone, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, under the Licenses, to anyone, and (iv) take any other actions with respect to the Copyrights or the Licenses as Lender deems in its best interestanyone on commercially reasonable terms. Borrower Grantor hereby ratifies all that such attorney attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan this Agreement shall have been terminatedterminated pursuant to Section 6 hereof. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender Grantee under the Loan Security Agreement or any of the Financing Agreementsother Debt Documents, but rather is intended to facilitate the exercise of such rights and remedies. Lender Grantee shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party Grantee under the Uniform Commercial Code as enacted in any jurisdiction in which which, respectively, either (x) the Copyrights or the Licenses Trademarks may be located or deemed located. Upon the occurrence of an Event of Default located or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and (y) the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreementswere granted.

Cumulative Remedies; Power of Attorney. All of Lender’s rights and remedies with respect to the Trademarks and the Licenses, whether established hereby, by any other agreements or by law, shall be cumulative and may be exercised singularly or concurrently. Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender (and all Persons designated by Lender in its sole and absolute discretion) as Borrower's true and lawful ’s attorney-in-fact, with full authority in the place and authorizes Lender stead of Borrower and any in the name of Lender's designees, in Borrower's Borrower or Lender's name, otherwise to take any action and execute any instrument carry out the acts described below. Subject to the extent necessary to accomplish terms of the purposes of this Note Purchase Agreement, includingthe Senior Subordination Agreement and the Junior Subordination Agreement, without limitation, from and after upon the occurrence and during the continuance of an Event of Default or a Default and the giving by Lender of written notice to Borrower of Lender's ’s intention to enforce its rights and claims against Borrower, Borrower hereby authorizes Lender to , in its sole discretion (i) endorse Borrower's ’s name on all applications, documents, papers and instruments necessary or desirable for Lender in the use of the Copyrights or Trademarks and the Licenses, (ii) take any other actions with respect to the Trademarks and the Licenses as Lender deems is in its best interest, (iii) grant or issue any exclusive or nonexclusive license under the Trademarks to anyone on commercially reasonable terms, and (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or the Licenses Trademarks to anyoneanyone on commercially reasonable terms. Lender shall take no action pursuant to subsection (i), (ii), (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, under the Licenses, to anyone, and (iv) take any other actions of this Section 14 without taking like action with respect to the Copyrights or entire goodwill of Borrower’s business connected with the Licenses as Lender deems in its best interest. use of, and symbolized by, such Trademarks, Borrower hereby ratifies all that such attorney attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan this Agreement shall have been terminatedterminated pursuant to Section 6. Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender under the Loan Agreement or any of the Financing AgreementsNote Purchase Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights or the Licenses Trademarks may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreements.

Cumulative Remedies; Power of Attorney. All of Lender's rights and remedies with respect to the Trademarks and the Licenses, whether established hereby, by any other agreements or by law, shall be cumulative and may be exercised singularly or concurrently. Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender (and all Persons designated by Lender in its sole and absolute discretion) as Borrower's true and lawful Borrowers' attorney-in-fact, with full authority in the place and authorizes Lender stead of Borrowers and any in the name of Lender's designees, in Borrower's Borrowers or Lender's name, otherwise to take any action and execute any instrument to carry out the extent necessary to accomplish the purposes of this Agreement, including, without limitation, from and after acts described below upon the occurrence and during the continuance of an Event of Default or a . Subject to the terms of the Loan Agreement, upon the occurrence and during the continuance of an Event of Default and the giving by Borrowers hereby authorize Lender of notice to Borrower of Lender's intention to enforce to, in its rights and claims against Borrowersole discretion, to (i) endorse Borrower's Borrowers' name on all applications, documents, papers and instruments necessary or desirable for Lender in the use of the Copyrights or Trademarks and the Licenses, (ii) take any other actions with respect to the Trademarks and the Licenses as Lender deems are in its best interest, (iii) grant or issue any exclusive or nonexclusive license under the Trademarks to anyone on commercially reasonable terms, and (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or the Licenses Trademarks to anyoneanyone on commercially reasonable terms. Lender shall take no action pursuant to subsection (i), (ii), (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, under the Licenses, to anyone, and (iv) take any other actions of this Section 15 without taking like action with respect to the Copyrights or entire goodwill of Borrowers' business connected with the Licenses as Lender deems in its best interestuse of, and symbolized by, such Trademarks. Borrower Borrowers hereby ratifies all that such attorney attorney-in-fact shall 125 lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan this Agreement shall have been terminatedterminated pursuant to Section 6 hereof. Borrower acknowledges Borrowers acknowledge and agrees agree that this Agreement is not intended to expand, limit or restrict in any way the rights and remedies of Lender under the Loan Agreement or any of the Financing AgreementsAgreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which which, respectively, either (y) the Copyrights or the Licenses Trademarks may be located or deemed located. Upon the occurrence of an Event of Default , or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and (z) the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreementswere granted.

Cumulative Remedies; Power of Attorney. Borrower All of Agent’s rights and remedies with respect to the Trademarks and the Licenses, whether established hereby, by any other agreements or by law, shall be cumulative and may be exercised singularly or concurrently. The Company hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender (and all Persons designated by Lender in its sole and absolute discretion) Agent as Borrower's true and lawful Company’s attorney-in-fact, with full authority in the place and authorizes Lender stead of Company and any in the name of Lender's designees, in Borrower's Company or Lender's name, otherwise to take any action and execute any instrument carry out the acts described below. Subject to the extent necessary to accomplish terms of the purposes of this Purchase Agreement, including, without limitation, from and after upon the occurrence of and during the continuance of an Event of Default or a Default and Default, the giving by Lender of notice to Borrower of Lender's intention to enforce Company hereby authorizes Agent to, in its rights and claims against Borrowersole discretion, to (i) endorse Borrower's Company’s name on all applications, documents, papers and instruments necessary or desirable for Lender in Agent to exercise its rights and remedies regarding the use of the Copyrights or Trademarks and the Licenses, (ii) take any other actions to exercise its rights and remedies regarding the Trademarks and the Licenses as Agent deems are in its best interest, (iii) grant or issue any exclusive or nonexclusive license under the Trademarks to anyone on commercially reasonable terms, and (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or the Licenses Trademarks to anyoneanyone on commercially reasonable terms. Agent shall take no action pursuant to subsection (i), (ii), (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, under the Licenses, to anyone, and (iv) take any other actions of this Section 15 without taking like action with respect to the Copyrights or entire goodwill of Company’s business connected with the Licenses as Lender deems in its best interestuse of, and symbolized by, such Trademarks. Borrower The Company hereby ratifies all such actions that such attorney attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan this Agreement shall have been terminatedterminated pursuant to Section 6 hereof. Borrower The Company acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender Agent under the Loan Purchase Agreement or any of the Financing Agreementsother Transaction Documents, but rather is intended to facilitate the exercise of such rights and remedies. Lender Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which which, respectively, either (y) the Copyrights or the Licenses Trademarks may be located or deemed located. Upon the occurrence of an Event of Default , or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and (z) the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to were granted (the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreements“UCC”).

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Trustee (and all Persons designated by Lender the Trustee in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, and authorizes Lender the Trustee and any of Lenderthe Trustee's designees, in BorrowerGrantor's or Lenderthe Trustee's name, to take any action and execute any instrument to the extent necessary to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrower, toaction (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Trustee in the use of the Copyrights Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender the Trustee deems in its own or the Holders' best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Secured Obligations shall have been paid in full in cash and the Loan Security Agreement and the Indenture shall have been terminated. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Trustee or the other Holders under the Loan Security Agreement or any of the Financing AgreementsIndenture, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Trustee shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights or the Licenses may be located or deemed locatedUCC. Upon the occurrence of an Event of Default or a Default and the election by Lender the Trustee to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code UCC with respect to the Copyrights Trademarks and Licenses, Borrower agrees Grantor agrees, at the demand of the Trustee, to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses and the goodwill associated therewith to Lender the Trustee or any transferee of Lender the Trustee and to execute and deliver to Lender the Trustee or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Trustee's sole discretion, to effect such assignment, conveyance and transfer. All of Lenderthe Trustee's rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, but subject in all respects to the Intercreditor Agreement, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender the Trustee may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement Indenture and any of the other Financing AgreementsSecurity Documents. Grantor agrees that any notification of intended disposition of any of the Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least five (5) Business Days before such disposition; provided, however, that the Trustee may give any -------- ------- shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Borrower The Grantor agrees, upon the request of the Agent and promptly following such request, to take any action and execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement. The Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Agent (and all Persons designated by Lender the Agent in its sole and absolute discretion) as Borrowerthe Grantor's true and lawful attorney-in-fact, and authorizes Lender the Agent and any of Lenderthe Agent's designees, in Borrowerthe Grantor's or Lenderthe Agent's name, from and after the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument to which the extent Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrower, to (i) to endorse Borrowerthe Grantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Agent in the use use, prosecution or protection of the Copyrights Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, Trademarks or under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Copyrights or Trademarks or, to the extent permitted, the Licenses as Lender the Agent deems in its own or the Lenders' best interest. Borrower The Grantor hereby ratifies all that such attorney shall lawfully do or or, to the extent permitted, cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower The Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Agent or the other Lenders under the Loan Agreement or any of the Financing AgreementsAgreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence of If an Event of Default or a Default has occurred and is continuing and the election by Lender Agent has elected to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, Borrower the Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender the Agent or any transferee of Lender the Agent and to execute and deliver to Lender the Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Agent's sole discretion, to effect such assignment, conveyance and transfer. All of Lenderthe Agent's rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan AgreementSecurity Agreements, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of if an Event of Default or a Defaulthas occurred and is continuing, Lender the Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement Security Agreements and any of the other Financing AgreementsLoan Documents. The Grantor agrees that any notification of intended disposition of any of the Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; provided, however, that the Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Borrower All of Medline's rights and remedies with respect to the Trademarks and the Licenses, whether established hereby, by any other agreements or by law, shall be cumulative and may be exercised singularly or concurrently. From and after the occurrence of an Event of Default, and the giving of written notice by Medline to Carrington of Medline's intention to enforce its rights and xxxxxx xxainst Carrington, Carrington hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender Medline (and all Persons designated by Lender Medline in its sole and absolute discretion) as BorrowerCarrington's true and lawful attorney-attorney- in-fact, and authorizes Lender and Xxxxxxx xnd any of LenderMedline's designees, in BorrowerCarrington's or LenderMedline's name, to take any action and execute any instrument to the extent necessary to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice ax Xxxxx xx Default, to Borrower of Lender's intention to enforce its rights and claims against Borrower, to (ia) endorse BorrowerCarrington's name on all applications, documents, papers and instruments necessary inxxxxxxxxx xxcessary or desirable for Lender Medline in the use of the Copyrights Trademarks or the Licenses, (iib) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iiic) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (ivd) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender Medline deems in its best interest. Borrower Medline shall take no action pursuant to clauses (a), (b), (c) or (d) of this Section 16 without taking like action with respect to the entire goodwill of Carrington's business connected with the use of, and symbolizex xx, xxxx Trademarks or Licenses. Carrington hereby ratifies all that such attorney shall lawfully do or cause xx xx xxxxe to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until such time as (y) all of Carrington's obligations under Section 8 of the Liabilities shall have been paid Distributor Agrexxxxx xxxx xeen satisfied in full and (z) all of Carrington's obligations to pay to Medline Rejection Damages have xxxx xxxxxxied in cash and the Loan Agreement shall have been terminatedfull. Borrower Carrington acknowledges and agrees that this Agreement is not intended nox xxxxxxxx to limit or restrict in any way the rights and remedies of Lender Medline under the Loan Agreement or any of the Financing AgreementsDistributor Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender Medline shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreements.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Administrative Agent (and all Persons designated by Lender the Administrative Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, and authorizes Lender the Administrative Agent and any of Lenderthe Administrative Agent's designees, in BorrowerGrantor's or Lenderthe Administrative Agent's name, to take any action and execute any instrument to which the extent Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender the Administrative Agent of notice to Borrower Grantor of Lenderthe Administrative Agent's intention to enforce its rights and claims against BorrowerGrantor, to to (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Administrative Agent in the use of the Copyrights Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender the Administrative Agent deems in its own or the Holders of Secured Obligations' best interest; provided, however, that the Power of Attorney granted herein may only be exercised from and after the occurrence and during the continuance of a Default. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Administrative Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Administrative Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender the Administrative Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender the Administrative Agent or any transferee of Lender the Administrative Agent and to execute and deliver to Lender the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Administrative Agent's sole discretion, to effect such assignment, conveyance and transfer. All of Lenderthe Administrative Agent's rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and continuance of an Event of Default or a Default, Lender the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsLoan Documents. Grantor agrees that any notification of intended disposition of any of the Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; provided, however, that the Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Borrower Following the occurrence and during the continuance of an Event of Default, each Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Administrative Agent (and all Persons designated by Lender the Administrative Agent in its sole and absolute discretion) as Borrower's such Grantor’s true and lawful attorney-in-fact, and authorizes Lender the Administrative Agent and any of Lender's the Administrative Agent’s designees, in Borrower's such Grantor’s or Lender's the Administrative Agent’s name, to take any action and execute any instrument to which the extent Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender the Administrative Agent of written notice to Borrower such Grantor of Lender's the Administrative Agent’s intention to enforce its rights and claims against Borrowersuch Grantor, to to (i) endorse Borrower's such Grantor’s name on all applications, documents, papers and instruments necessary or otherwise desirable for Lender the Administrative Agent in the use of the Copyrights Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, Licenses to anyone, on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender the Administrative Agent deems in its own or the Holders of Secured Obligations’ best interest. Borrower Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash (other than contingent indemnity obligations and obligations under Hedging Agreements) and the Loan Agreement Credit Agreements and the other Credit Documents shall have been terminated. Borrower Each Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Administrative Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsPledge and Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Administrative Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence and during the continuance of an Event of Default or a Default and the election by Lender the Administrative Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, Borrower each Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender the Administrative Agent or any transferee of Lender the Administrative Agent and to execute and deliver to Lender the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's the Administrative Agent’s sole discretion, to effect such assignment, conveyance and transfer. All of Lender's the Administrative Agent’s rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Pledge and Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Default, Lender the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Pledge and Security Agreement and any of the other Financing AgreementsCredit Documents. Each Grantor agrees that any notification of intended disposition of any of the Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition. Notwithstanding anything herein to the contrary, in no event shall the rights and remedies of the Administrative Agent, any Holder of Secured Obligations or any of their respective designees or representatives, granted hereunder or any other Credit Document, be construed to permit any such Person to take any action or fail to act in violation of any law or the terms and conditions of any License or other agreement or document covering any of the collateral granted to the Administrative Agent hereunder.

Cumulative Remedies; Power of Attorney. Each Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender Agent (and all Persons designated by Lender Agent in its sole and absolute reasonable discretion) as Borrower's ’s true and lawful attorney-in-fact, with full power of substitution, and authorizes Lender Agent and any of Lender's Agent’s designees, in Borrower's ’s or Lender's Agent’s name, upon the occurrence and during the continuance of an Event of Default and the giving by Agent of notice to Borrowers’ Representative of Agent’s intention to enforce its rights and claims against Borrower, to take any action and execute any instrument to the extent which Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrower, to (i) endorse Borrower's ’s name on all applications, documents, papers and instruments necessary or desirable for Lender Agent in the use of the Copyrights Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender Agent deems in its and the Lenders’ best interestinterests. Each Borrower hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall have been indefeasibly paid and satisfied in full in cash and the Credit Agreement and each of the other Loan Agreement Documents shall have been terminatedterminated pursuant to the respective terms and provisions thereof. Each Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender under the Loan Agreement Agent or any of the Financing AgreementsLenders under the Credit Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender Agent shall have, in addition to all other rights and remedies given it by the terms of this AgreementAgreement and any of the other Loan Documents, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction from time to time in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender Agent to exercise any of its remedies under Section 9-504 610 or Section 9-505 620 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, each Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender Agent or any transferee of Lender Agent (for the benefit of the Secured Parties) and to execute and deliver to Lender Agent or any such transferee (for the benefit of the Secured Parties) all such agreements, documents and instruments as may be necessary, in Lender's sole Agent’s reasonable discretion, to effect such assignment, conveyance and transfer. All of Lender's Agent’s rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Credit Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Default, Lender Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Credit Agreement and any of the other Financing AgreementsLoan Documents. Each Borrower agrees that any notification of intended disposition of any of the Trademarks and Licenses required by law shall be deemed reasonably and properly given if given to Borrowers’ Representative at least ten (10) Business Days before such disposition; provided, that Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Borrower Following the occurrence and during the continuance of a Default, the Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Agent (and all Persons designated by Lender the Agent in its sole and absolute discretion) as Borrower's the Grantor’s true and lawful attorney-in-fact, and authorizes Lender the Agent and any of Lender's the Agent’s designees, in Borrower's the Grantor’s or Lender's the Agent’s name, to take any action and execute any instrument to which the extent Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender the Agent of written notice to Borrower the Grantor of Lender's the Agent’s intention to enforce its rights and claims against Borrowerthe Grantor, to to (i) endorse Borrower's the Grantor’s name on all applications, documents, papers and instruments necessary or otherwise desirable for Lender the Agent in the use of the Copyrights Patents or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Patents or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Patents or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Patents or the Licenses as Lender the Agent deems in its own or the Holders of Secured Obligations’ best interest. Borrower The Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Credit Agreement and the other Loan Agreement Documents shall have been terminated. Borrower The Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsPledge and Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Patents or the Licenses may be located or deemed located. Upon the occurrence and during the continuance of an Event of Default or a Default and the election by Lender the Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Patents and Licenses, Borrower the Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Patents and the Licenses to Lender the Agent or any transferee of Lender the Agent and to execute and deliver to Lender the Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's the Agent’s sole discretion, to effect such assignment, conveyance and transfer. All of Lender's the Agent’s rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Pledge and Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Default, Lender the Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Pledge and Security Agreement and any of the other Financing AgreementsLoan Documents. The Grantor agrees that any notification of intended disposition of any of the Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition. Notwithstanding anything herein to the contrary, in no event shall the rights and remedies of Agent, any Holder of Secured Obligations or any of their respective designees or representatives, granted hereunder or any other Loan Document, be construed to permit any such Person to take any action or fail to act in violation of any law or the terms and conditions of any License or other agreement or document covering any of the collateral granted to the Agent hereunder.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Administrative Agent (and all Persons designated by Lender the Administrative Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, and authorizes Lender the Administrative Agent and any of Lenderthe Administrative Agent's designees, in BorrowerGrantor's or Lenderthe Administrative Agent's name, to take any action and execute any instrument to which the extent Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after during the occurrence continuance of an Event of Default or a Default and the giving by Lender the Administrative Agent of notice to Borrower Grantor of Lenderthe Administrative Agent's intention to enforce its rights and claims against BorrowerGrantor, to (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Administrative Agent in the use of the Copyrights Patents or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Patents or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Patents or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Patents or the Licenses as Lender the Administrative Agent deems in its own or the Holders of Secured Obligations' best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Secured Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Administrative Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Administrative Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreements.in

Cumulative Remedies; Power of Attorney. Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender Agent (and all Persons designated by Lender Agent in its sole and absolute discretion) as Borrower's true and lawful attorney-in-fact, and authorizes Lender Agent and any of LenderAgent's designees, in Borrower's or LenderAgent's name, to take any action and execute any instrument to the extent which Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender Agent of notice to Borrower of LenderAgent's intention to enforce its rights and claims against Borrower, to (i) endorse Borrower's name on all applications, documents, papers and instruments necessary or desirable for Lender Agent in the use of the Copyrights Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender Agent deems in its own best interest. Borrower hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations shall have been paid in full in cash and the Loan Agreement shall have been terminated. Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender Agent under the Loan Agreement or any of the Financing AgreementsAgreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender Agent, during the continuance of such Event of Default, to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender Agent or any transferee of Lender Agent and to execute and deliver to Lender Agent or any such transferee all such agreements, documents and instruments as may be necessary, in LenderAgent's sole discretion, to effect such assignment, conveyance and transfer. All of LenderAgent's rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing AgreementsLoan Documents.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Administrative Agent (and all Persons designated by Lender in its sole and absolute discretion) as Borrower's true and lawful attorney-in-fact, and authorizes Lender and any of Lender's designees, in Borrower's or Lender's name, to take any action and execute any instrument to the extent necessary to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender of notice to Borrower of Lender's intention to enforce its rights and claims against Borrower, tothe (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Administrative Agent in the use of the Copyrights Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender the Administrative Agent deems in its own or the Holders of Secured Obligations' best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Administrative Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Administrative Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence and during the continuance of an Event of Default or a Default and the election by Lender the Administrative Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender the Administrative Agent or any transferee of Lender the Administrative Agent and to execute and deliver to Lender the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Administrative Agent's sole discretion, to effect such assignment, conveyance and transfer. All of Lenderthe Administrative Agent's rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Default, Lender the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsLoan Documents. Grantor agrees that any notification of intended disposition of any of the Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Administrative Agent (and all Persons designated by Lender the Administrative Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, and authorizes Lender the Administrative Agent and any of Lenderthe Administrative Agent's designees, in BorrowerGrantor's or Lenderthe Administrative Agent's name, to take any action and execute any instrument to which the extent Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after during the occurrence continuance of an Event of Default or a Default and the giving by Lender the Administrative Agent of notice to Borrower Grantor of Lenderthe Administrative Agent's intention to enforce its rights and claims against BorrowerGrantor, to (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Administrative Agent in the use of the Copyrights Patents or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Patents or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Patents or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Patents or the Licenses as Lender the Administrative Agent deems in its own or the Holders of Secured Obligations' best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Secured Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Administrative Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Administrative Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Patents or the Licenses may be located or deemed located. Upon the occurrence and during the continuance of an Event of Default or a Default and the election by Lender the Administrative Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Patents and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Patents and the Licenses to Lender the Administrative Agent or any transferee of Lender the Administrative Agent and to execute and deliver to Lender the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Administrative Agent's sole discretion, to effect such assignment, conveyance and transfer. All of Lenderthe Administrative Agent's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Default, Lender the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsLoan Documents. Grantor agrees that any notification of intended disposition of any of the Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition.

Cumulative Remedies; Power of Attorney. All of Lender’s rights and remedies with respect to the Patents and the Licenses, whether established hereby, by any other agreement or by law, shall be cumulative and may be exercised singularly or concurrently. Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender (and all Persons designated by Lender in its sole and absolute discretion) as Borrower's true and lawful ’s attorney-in-fact, with full authority in the place and authorizes Lender stead of Borrower and any in the name of Lender's designees, in Borrower's Borrower or Lender's name, otherwise to take any action and execute any instrument carry out the acts described below. Subject to the extent necessary to accomplish terms of the purposes of this Note Purchase Agreement and the Senior Subordination Agreement, including, without limitation, from and after upon the occurrence and during the continuance of an Event of Default or a Default and the giving by Default, Borrower hereby authorizes Lender of notice to Borrower of Lender's intention to enforce to, in its rights and claims against Borrowersole discretion, to (i) endorse Borrower's ’s name on all applications, documents, papers and instruments necessary or desirable for Lender in the use of the Copyrights or Patents and the Licenses, (ii) take any other actions with respect to the Patents and the Licenses as Lender deems is in its best interest, (iii) grant or issue any exclusive or non-exclusive license with respect to the Patents to anyone on commercially reasonable terms, and (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or Patents and the Licenses to anyone, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, under the Licenses, to anyone, and (iv) take any other actions with respect to the Copyrights or the Licenses as Lender deems in its best interestanyone on commercially reasonable terms. Borrower hereby ratifies all that such attorney attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan this Agreement shall have been terminatedterminated pursuant to Section 6. Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender under the Loan Agreement or any of the Financing AgreementsNote Purchase Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as as, enacted in any jurisdiction in which the Copyrights or the Licenses Patents may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreements.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender Agent (and all Persons designated by Lender Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, with full power of substitution, and authorizes Lender Agent and any of LenderAgent's designees, in BorrowerGrantor's or LenderAgent's name, upon the occurrence and during the continuance of an Event of Default to take any action and execute any instrument to the extent which Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender Agent of notice to Borrower Grantor of LenderAgent's intention to enforce its rights and claims against BorrowerGrantor, to (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender Agent in the use of the Copyrights Trademarks or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Trademarks or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Trademarks or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Trademarks or the Licenses as Lender Agent deems in its best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations shall have been paid and satisfied in full in cash and the Loan Security Agreement, the Credit Agreement and each of the other Credit Documents shall have been terminatedterminated pursuant to the respective terms and provisions thereof. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender Agent under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Trademarks or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Trademarks and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Trademarks and the Licenses to Lender Agent or any transferee of Lender Agent and to execute and deliver to Lender Agent or any such transferee all such agreements, documents and instruments as may be necessary, in LenderAgent's sole discretion, to effect such assignment, conveyance and transfer. All of LenderAgent's rights and remedies with respect to the Patents Trademarks and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Default, Lender Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsCredit Documents. Grantor agrees that any notification of intended disposition of any of the Trademarks and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) Business Days before such disposition; PROVIDED, THAT Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender Agent (and all Persons designated by Lender Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, with full power of substitution, and authorizes Lender Agent and any of LenderAgent's designees, in BorrowerGrantor's or LenderAgent's name, upon the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument to the extent which Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender Agent of notice to Borrower Grantor of LenderAgent's intention to enforce its rights and claims against BorrowerGrantor, to to (iI) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender Agent in the use of the Copyrights Patents or the Licenses, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights Patents or the Licenses to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Patents or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights Patents or the Licenses as Lender Agent deems in its best interest. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Obligations shall have been paid and satisfied in full in cash and the Loan Security Agreement, the Credit Agreement and each of the other Credit Documents shall have been terminatedterminated pursuant to the respective terms and provisions thereof. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender Agent under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights Patents or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights Patents and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights Patents and the Licenses to Lender Agent or any transferee of Lender Agent and to execute and deliver to Lender Agent or any such transferee all such agreements, documents and instruments as may be necessary, in LenderAgent's sole discretion, to effect such assignment, conveyance and transfer. All of LenderAgent's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and during the continuance of an Event of Default or a Default, Lender Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsCredit Documents. Grantor agrees that any notification of intended disposition of any of the Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) Business Days before such disposition; PROVIDED, THAT Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. All of Lender’s rights and remedies with respect to the Trademarks and the Licenses, whether established hereby, by any other agreements or by law, shall be cumulative and may be exercised singularly or concurrently. Borrower hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender (and all Persons designated by Lender in its sole and absolute discretion) as Borrower's true and lawful ’s attorney-in-fact, with full authority in the place and authorizes Lender stead of Borrower and any in the name of Lender's designees, in Borrower's Borrower or Lender's name, otherwise to take any action and execute any instrument carry out the acts described below. Subject to the extent necessary to accomplish terms of the purposes of this Note Purchase Agreement and the Senior Subordination Agreement, including, without limitation, from and after upon the occurrence and during the continuance of an Event of Default or a Default and the giving by Lender of written notice to Borrower of Lender's ’s intention to enforce its rights and claims against Borrower, Borrower hereby authorizes Lender to , in its sole discretion (i) endorse Borrower's ’s name on all applications, documents, papers and instruments necessary or desirable for Lender in the use of the Copyrights or Trademarks and the Licenses, (ii) take any other actions with respect to the Trademarks and the Licenses as Lender deems is in its best interest, (iii) grant or issue any exclusive or nonexclusive license under the Trademarks to anyone on commercially reasonable terms, and (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or the Licenses Trademarks to anyoneanyone on commercially reasonable terms. Lender shall take no action pursuant to subsection (i), (ii), (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, or, to the extent permitted, under the Licenses, to anyone, and (iv) take any other actions of this Section 14 without taking like action with respect to the Copyrights or entire goodwill of Borrower’s business connected with the Licenses as Lender deems in its best interest. use of, and symbolized by, such Trademarks, Borrower hereby ratifies all that such attorney attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities shall have been paid in full in cash and the Loan this Agreement shall have been terminatedterminated pursuant to Section 6. Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender under the Loan Agreement or any of the Financing AgreementsNote Purchase Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights or the Licenses Trademarks may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower agrees to assign, convey and otherwise transfer title in and to the Copyrights and the Licenses to Lender or any transferee of Lender and to execute and deliver to Lender or any such transferee all such agreements, documents and instruments as may be necessary, in Lender's sole discretion, to effect such assignment, conveyance and transfer. All of Lender's rights and remedies with respect to the Patents and the Licenses, whether established hereby, by the Loan Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence of an Event of Default or a Default, Lender may exercise any of the rights and remedies provided in this Agreement, the Loan Agreement and any of the other Financing Agreements.

Cumulative Remedies; Power of Attorney. Borrower Grantor hereby -------------------------------------- irrevocably designates, constitutes and appoints Lender the Administrative Agent (and all Persons designated by Lender the Administrative Agent in its sole and absolute discretion) as BorrowerGrantor's true and lawful attorney-in-fact, and authorizes Lender the Administrative Agent and any of Lenderthe Administrative Agent's designees, in BorrowerGrantor's or Lenderthe Administrative Agent's name, to take any action and execute any instrument to which the extent Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of an Event of Default or a Default and the giving by Lender the Administrative Agent of notice to Borrower Grantor of Lenderthe Administrative Agent's intention to enforce its rights and claims against BorrowerGrantor, to to (i) endorse BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for Lender the Administrative Agent in the use of the Copyrights Copyrights, the Licenses or the Licensescopyrightable materials, (ii) assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights or Copyrights, the Licenses or copyrightable materials to anyoneanyone on commercially reasonable terms, (iii) grant or issue any exclusive or nonexclusive license under the Copyrights, Copyrights or, to the extent permitted, under the Licenses, to anyoneanyone on commercially reasonable terms, and (iv) take any other actions with respect to the Copyrights or Copyrights, the Licenses or any copyrightable materials as Lender the Administrative Agent deems in its own or the Holders of Secured Obligations' best interest; provided, however, that the power of attorney granted herein may only be exercised from and after the occurrence and during the continuance of a Default. Borrower Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all of the Liabilities Secured Obligations shall have been paid in full in cash and the Loan Credit Agreement shall have been terminated. Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of Lender the Administrative Agent or the other Holders of Secured Obligations under the Loan Agreement or any of the Financing AgreementsSecurity Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Lender The Administrative Agent shall have, in addition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Copyrights or the Licenses may be located or deemed located. Upon the occurrence of an Event of Default or a Default and the election by Lender the Administrative Agent to exercise any of its remedies under Section 9-504 or Section 9-505 of the Uniform Commercial Code with respect to the Copyrights and Licenses, Borrower Grantor agrees to assign, convey and otherwise transfer title in and to the Copyrights and the Licenses to Lender the Administrative Agent or any transferee of Lender the Administrative Agent and to execute and deliver to Lender the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in Lenderthe Administrative Agent's sole discretion, to effect such assignment, conveyance and transfer. All of Lenderthe Administrative Agent's rights and remedies with respect to the Patents Copyrights and the Licenses, whether established hereby, by the Loan Security Agreement, by any other agreements or by law, shall be cumulative and may be exercised separately or concurrently. Notwithstanding anything set forth herein to the contrary, it is hereby expressly agreed that upon the occurrence and continuance of an Event of Default or a Default, Lender the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Loan Security Agreement and any of the other Financing AgreementsLoan Documents. Grantor agrees that any notification of intended disposition of any of the Copyrights and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; provided, however, that the Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances.