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

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 the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the Borrower's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the Borrower's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) to endorse the Borrower's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The Borrower hereby ratifies all that such attorney shall lawfully do 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 the Obligations shall have been paid in full in cash and the 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 the Administrative Agent or the other Lenders under the Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan 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. The Borrower 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 Borrower Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do 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 the Obligations shall have been paid in full in cash and the Credit Agreement shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders under the Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan Documents. The Borrower 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 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 the Administrative Agent Lender (and all Persons designated by the Administrative Agent Lender in its sole and absolute discretion) as the Borrower's true and lawful attorney-in-fact, and authorizes the Administrative Agent Lender and any of the Administrative AgentLender's designees, in the Borrower's or the Administrative AgentLender's name, from and after the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument which to the Administrative Agent may deem extent 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 the Administrative Agent Lender in the use, prosecution or protection use of the Patents, the Trademarks Copyrights or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks Copyrights or the Licenses to anyone on commercially reasonable termsanyone, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsCopyrights, or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable termsanyone, and (iv) to take any other actions with respect to the Patents Copyrights or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent Lender deems in its own or the Lenders' best interest. The Borrower hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations Liabilities shall have been paid in full in cash and the Credit Loan 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 the Administrative Agent or the other Lenders Lender under the AgreementLoan Agreement or any of the Financing Agreements, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative Agent 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 Trademarks Copyrights or the Licenses may be located or deemed located. If Upon the occurrence of an Event of Default has occurred and is continuing or a Default and the Administrative Agent has elected 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 Patents, Trademarks Copyrights and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks Copyrights and the Licenses to the Administrative Agent Lender or any transferee of the Administrative Agent Lender and to execute and deliver to the Administrative Agent Lender or any such transferee all such agreements, documents and instruments as may be necessary, in the Administrative AgentLender'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 the Administrative Agentof Lender's rights and remedies with respect to the Patents, the Trademarks Patents and the Licenses, whether established hereby, by the Security AgreementsLoan 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 if upon the occurrence of an Event of Default has occurred and is continuingor a Default, the Administrative Agent Lender may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Loan Agreement and any of the other Loan 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 circumstancesFinancing Agreements.

Cumulative Remedies; Power of Attorney. The Borrower agreesFollowing the occurrence and during the continuance of a Default, 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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the Borrower's Grantor’s true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's ’s designees, in the Borrower's Grantor’s or the Administrative Agent's ’s name, from and after the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, after the giving by the Agent of written notice to such Grantor of the Agent’s intention to enforce its rights and claims against the Grantor, to (i) to endorse the Borrower's Grantor’s name on all applications, documents, papers and instruments necessary or otherwise desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licensesor, to anyone the extent permitted, under the Licenses to anyone, on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents Trademarks or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' Holders of Secured Obligations’ best interest. The Borrower the Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations Liabilities shall have been paid in full in cash and the Credit Agreement and the other Loan Documents shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Holders of Secured Obligations under the Pledge and Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If an Event Upon the occurrence and during the continuance of a Default has occurred and is continuing and the Administrative election by the 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 Patents, Trademarks and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the Administrative Agent's ’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 . All of the foregoing are transferable pursuant to operative agreements between the Borrower and such third party. All the Administrative Agent's ’s rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Pledge and Security AgreementsAgreement, 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 if an Event upon the occurrence and during the continuance of Default has occurred and is continuinga Default, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Pledge and Security Agreements Agreement and any of the other Loan Documents. The Borrower 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. Notwithstanding anything herein to the contrary, that in no event shall the Administrative 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 may give any shorter notice that is commercially reasonable under the circumstanceshereunder.

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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from the giving by the Administrative Agent of notice to Grantor of the Administrative Agent's intention to enforce its rights and claims against Grantor, to (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the PatentsCopyrights, the Trademarks Licenses or the Licensescopyrightable materials, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or Copyrights, the Licenses or copyrightable materials to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsCopyrights or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permittedCopyrights, the Licenses or any copyrightable materials as the Administrative Agent deems in its own or the LendersHolders 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. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Secured Obligations shall have been paid in full in cash and the Credit Agreement shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Holders of Secured Obligations under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks Copyrights or the Licenses may be located or deemed located. If an Event Upon the occurrence of a Default has occurred and is continuing and the election by the 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 Patents, Trademarks Copyrights and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks Copyrights and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks Copyrights and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if an Event upon the occurrence and continuance of Default has occurred and is continuinga Default, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan Documents. The Borrower Grantor agrees that any notification of intended disposition of any of the Patents, Trademarks Copyrights and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; PROVIDEDprovided, however, that the Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances.

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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from the giving by the Administrative Agent of notice to Grantor of the Administrative Agent's intention to enforce its rights and claims against Grantor, to (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsTrademarks or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents Trademarks or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the LendersHolders 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. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations shall have been paid in full in cash and the Credit Agreement shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Holders of Secured Obligations under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If an Event Upon the occurrence of a Default has occurred and is continuing and the election by the 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 Patents, Trademarks and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if an Event upon the occurrence and continuance of Default has occurred and is continuinga Default, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan Documents. The Borrower 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; PROVIDEDprovided, however, that the Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. The Borrower agreesAll of Lender’s rights and remedies with respect to the Trademarks and the Licenses, upon the request of the Administrative Agent whether established hereby, by any other agreements or by law, shall be cumulative and promptly following such request, to take any action and execute any instrument which the Administrative Agent may deem necessary be exercised singularly or advisable to accomplish the purposes of this Agreementconcurrently. The Borrower Company hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) Lender as the Borrower's true and lawful Company’s attorney-in-fact, with full authority in the place and authorizes stead of Company and in the Administrative Agent and any name of Company or otherwise to carry out the acts described below. Subject to the terms of the Administrative Agent's designeesNote, in the Borrower's or the Administrative Agent's name, from and after upon the occurrence of and during the continuance of an Event of Default, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this AgreementCompany hereby authorizes Lender to, including, without limitationin its sole discretion, (i) to endorse the Borrower's Company’s name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection of the Patents, Lender to exercise its rights and remedies regarding the Trademarks or 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 Trademarks or the Licenses to anyone on commercially reasonable terms. Lender shall take no action pursuant to subsection (i), (ii), (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions of this Section 15 without taking like action with respect to the Patents or entire goodwill of Company’s business connected with the Trademarks oruse of, to the extent permittedand symbolized by, the Licenses as the Administrative Agent deems in its own or the Lenders' best interestsuch Trademarks. The Borrower Company hereby ratifies all such actions that such attorney attorney-in-fact shall lawfully do or, to the extent permitted, or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all the Obligations shall have been paid in full in cash and the Credit this Agreement shall have been terminatedterminated pursuant to Section 6 hereof. The Borrower Company acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Lender under the AgreementLoan Documents, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative Agent 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 Trademarks or the Licenses may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and (z) the Licenses to were granted (the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan 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“UCC”).

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 the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the Borrower's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the Borrower's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, includingfrom and after the occurrence of an Event of Default and the giving by Agent of notice to Borrower of Agent's intention to enforce its rights and claims against Borrower, without limitation, to (i) to endorse the Borrower's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsTrademarks or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents Trademarks or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The Borrower hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations shall have been paid in full in cash and the Credit Loan 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 the Administrative Agent or the other Lenders under the Loan Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If Upon the occurrence of an Event of Default has occurred and is continuing and the Administrative Agent has elected election by 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative of Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security AgreementsLoan 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 if upon the occurrence of an Event of Default has occurred and is continuingDefault, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Loan Agreement and any of the other Loan 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. 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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, with full power of substitution, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the Administrative Agent's name, from and after upon the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, and the giving by Agent of notice to Grantor of Agent's intention to enforce its rights and claims against Grantor, to (iI) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks Patents or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks Patents or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsPatents or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations shall have been paid and satisfied in full in cash and the Security Agreement, the Credit Agreement and each of the other Credit Documents shall have been terminatedterminated pursuant to the respective terms and provisions thereof. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks Patents or the Licenses may be located or deemed located. If Upon the occurrence of an Event of Default has occurred and is continuing and the Administrative election by 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 Patents, Trademarks Patents and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks Patents and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative of Agent's rights and remedies with respect to the Patents, the Trademarks Patents and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan Credit Documents. The Borrower Grantor agrees that any notification of intended disposition of any of the Patents, Trademarks Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days Business Days before such disposition; PROVIDED, that the Administrative THAT Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. The Borrower agreesAll of Lender’s rights and remedies with respect to the Trademarks and the Licenses, upon the request of the Administrative Agent whether established hereby, by any other agreements or by law, shall be cumulative and promptly following such request, to take any action and execute any instrument which the Administrative Agent may deem necessary be exercised singularly or advisable to accomplish the purposes of this Agreementconcurrently. The Borrower hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) Lender as the Borrower's true and lawful ’s attorney-in-fact, with full authority in the place and authorizes stead of Borrower and in the Administrative Agent and any name of Borrower or otherwise to carry out the acts described below. Subject to the terms of the Administrative Agent's designeesNote Purchase Agreement, in the Borrower's or Senior Subordination Agreement and the Administrative Agent's nameJunior Subordination Agreement, from and after upon the occurrence and during the continuance of an Event of DefaultDefault and the giving by Lender of written notice to Borrower of Lender’s intention to enforce its rights and claims against Borrower, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this AgreementBorrower hereby authorizes Lender to, including, without limitation, in its sole discretion (i) to endorse the Borrower's ’s name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent Lender in the use, prosecution or protection use of the Patents, the Trademarks or 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 Trademarks or the Licenses to anyone on commercially reasonable terms. Lender shall take no action pursuant to subsection (i), (ii), (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions of this Section 14 without taking like action with respect to the Patents or entire goodwill of Borrower’s business connected with the Trademarks oruse of, to the extent permittedand symbolized by, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The such Trademarks, Borrower hereby ratifies all that such attorney attorney-in-fact shall lawfully do or, to the extent permitted, or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all the Obligations shall have been paid in full in cash and the Credit this Agreement shall have been terminatedterminated pursuant to Section 6. The Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Lender under the Note Purchase Agreement, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative Agent 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 Trademarks or the Licenses may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan 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. 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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, with full power of substitution, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the Administrative Agent's name, from and after upon the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, and the giving by Agent of notice to Grantor of Agent's intention to enforce its rights and claims against Grantor, to (iI) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks or the Licenses, (iiII) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, (iiiIII) to grant or issue any exclusive or nonexclusive license under the PatentsTrademarks or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (ivIV) to take any other actions with respect to the Patents Trademarks or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations shall have been paid and satisfied in full in cash and the Security Agreement, the Credit Agreement and each of the other Credit Documents shall have been terminatedterminated pursuant to the respective terms and provisions thereof. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If Upon the occurrence of an Event of Default has occurred and is continuing and the Administrative election by 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 Patents, Trademarks and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative of Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan Credit Documents. The Borrower 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 Business Days before such disposition; PROVIDED, that the Administrative THAT Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. The Each Borrower agreeshereby irrevocably designates, constitutes and appoints Agent (and all Persons designated by Agent in its reasonable discretion) as Borrower’s true and lawful attorney-in-fact, with full power of substitution, and authorizes Agent and any of Agent’s designees, in Borrower’s or Agent’s name, upon the request occurrence and during the continuance of an Event of Default and the Administrative giving by Agent of notice to Borrowers’ Representative of Agent’s intention to enforce its rights and promptly following such requestclaims against Borrower, 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 the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the Borrower's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the Borrower's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to (i) to endorse the Borrower's ’s name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsTrademarks or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents Trademarks or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or and the Lenders' ’ best interestinterests. The Each Borrower hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 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 Documents shall have been terminatedterminated pursuant to the respective terms and provisions thereof. The Each Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or any of the other Lenders under the Credit Agreement, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative 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 Trademarks or the Licenses may be located or deemed located. If Upon the occurrence of an Event of Default has occurred and is continuing and the Administrative election by Agent has elected 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 Patents, Trademarks and Licenses, the each Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of Agent (for the Administrative Agent benefit of the Secured Parties) and to execute and deliver to the Administrative Agent or any such transferee (for the benefit of the Secured Parties) all such agreements, documents and instruments as may be necessary, in the Administrative Agent's sole ’s reasonable 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 the Administrative of Agent's ’s rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security AgreementsCredit 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 if upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Credit Agreement and any of the other Loan Documents. The Each 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 to Borrowers’ Representative at least ten (10) days Business Days before such disposition; PROVIDEDprovided, that the Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. The Borrower agreesAll of Agent’s rights and remedies with respect to the Trademarks and the Licenses, upon the request of the Administrative Agent whether established hereby, by any other agreements or by law, shall be cumulative and promptly following such request, to take any action and execute any instrument which the Administrative Agent may deem necessary be exercised singularly or advisable to accomplish the purposes of this Agreementconcurrently. The Borrower Company hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the Borrower's true and lawful Company’s attorney-in-fact, with full authority in the place and authorizes stead of Company and in the Administrative Agent and any name of Company or otherwise to carry out the acts described below. Subject to the terms of the Administrative Agent's designeesPurchase Agreement, in the Borrower's or the Administrative Agent's name, from and after upon the occurrence of and during the continuance of an Event of Default, to take any action and execute any instrument which the Administrative Company hereby authorizes Agent may deem necessary or advisable to accomplish the purposes of this Agreementto, including, without limitationin its sole discretion, (i) to endorse the Borrower's Company’s name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection of the Patents, to exercise its rights and remedies regarding the Trademarks or 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 Trademarks or the Licenses to anyone on commercially reasonable terms. Agent shall take no action pursuant to subsection (i), (ii), (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions of this Section 15 without taking like action with respect to the Patents or entire goodwill of Company’s business connected with the Trademarks oruse of, to the extent permittedand symbolized by, the Licenses as the Administrative Agent deems in its own or the Lenders' best interestsuch Trademarks. The Borrower Company hereby ratifies all such actions that such attorney attorney-in-fact shall lawfully do or, to the extent permitted, or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all the Obligations shall have been paid in full in cash and the Credit this Agreement shall have been terminatedterminated pursuant to Section 6 hereof. The Borrower Company acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders under the AgreementPurchase Agreement or other Transaction Documents, but rather is intended to facilitate the exercise of such rights and remedies. 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 which, respectively, either (y) the Trademarks or the Licenses may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and (z) the Licenses to were granted (the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan 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“UCC”).

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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and during the continuance of a Default and the giving by the Administrative Agent of notice to Grantor of the Administrative Agent's intention to enforce its rights and claims against Grantor, to (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks Patents or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks Patents or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsPatents or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the LendersHolders of Secured Obligations' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Secured Obligations shall have been paid in full in cash and the Credit Agreement shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Holders of Secured Obligations under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan 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.in

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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of a Default and the giving by the Agent of notice to Grantor of the Agent's intention to enforce its rights and claims against Grantor, to (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks Patents or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks Patents or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsPatents or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the LendersHolders of Secured Obligations' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Secured Obligations shall have been paid in full in cash and the Credit Agreement shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Holders of Secured Obligations under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks Patents or the Licenses may be located or deemed located. If an Event Upon the occurrence of a Default has occurred and is continuing and the Administrative election by the 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 Patents, Trademarks Patents and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks Patents and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 . All of the foregoing are transferable pursuant to operative agreements between the Borrower and such third party. All the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks Patents and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if an Event upon the occurrence of Default has occurred and is continuinga Default, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan Documents. The Borrower Grantor agrees that any notification of intended disposition of any of the Patents, Trademarks 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 Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. The Borrower agreesAll of Lender's rights and remedies with respect to the Trademarks and the Licenses, upon the request of the Administrative Agent whether established hereby, by any other agreements or by law, shall be cumulative and promptly following such request, to take any action and execute any instrument which the Administrative Agent may deem necessary be exercised singularly or advisable to accomplish the purposes of this Agreementconcurrently. The Borrower hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) Lender as the Borrower's true and lawful Borrowers' attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, with full authority in the Borrower's place and stead of Borrowers and in the name of Borrowers or otherwise to carry out the Administrative Agent's name, from and after acts described below upon the occurrence and during the continuance of an Event of Default, Default . Subject to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish terms of the purposes of this Loan Agreement, includingupon the occurrence and during the continuance of an Event of Default Borrowers hereby authorize Lender to, without limitationin its sole discretion, (i) to endorse the Borrower's Borrowers' name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent Lender in the use, prosecution or protection use of the Patents, the Trademarks or 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 Trademarks or the Licenses to anyone on commercially reasonable terms. Lender shall take no action pursuant to subsection (i), (ii), (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions of this Section 15 without taking like action with respect to the Patents or entire goodwill of Borrowers' business connected with the Trademarks oruse of, to the extent permittedand symbolized by, the Licenses as the Administrative Agent deems in its own or the Lenders' best interestsuch Trademarks. The Borrower Borrowers hereby ratifies all that such attorney attorney-in-fact shall 125 lawfully do or, to the extent permitted, or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all the Obligations shall have been paid in full in cash and the Credit this Agreement shall have been terminatedterminated pursuant to Section 6 hereof. The 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 the Administrative Agent or the other Lenders Lender under the Loan Agreement, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative Agent 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 Trademarks or the Licenses may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and (z) the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan 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 circumstanceswere granted.

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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and during the continuance of a Default and the giving by the Administrative Agent of notice to Grantor of the Administrative Agent's intention to enforce its rights and claims against Grantor, to (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks Patents or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks Patents or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsPatents or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the LendersHolders of Secured Obligations' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Secured Obligations shall have been paid in full in cash and the Credit Agreement shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Holders of Secured Obligations under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks Patents or the Licenses may be located or deemed located. If an Event Upon the occurrence and during the continuance of a Default has occurred and is continuing and the election by the 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 Patents, Trademarks Patents and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks Patents and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks Patents and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if an Event upon the occurrence and during the continuance of Default has occurred and is continuinga Default, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan Documents. The Borrower Grantor agrees that any notification of intended disposition of any of the Patents, Trademarks Patents 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 agreesFollowing the occurrence and during the continuance of an Event of Default, 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 each Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the Borrower's such Grantor’s true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's ’s designees, in the Borrower's such Grantor’s or the Administrative Agent's ’s name, from and after the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, after the giving by the Administrative Agent of written notice to such Grantor of the Administrative Agent’s intention to enforce its rights and claims against such Grantor, to (i) to endorse the Borrower's such Grantor’s name on all applications, documents, papers and instruments necessary or otherwise desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licensesor, to anyone the extent permitted, under the Licenses to anyone, on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents Trademarks or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' Holders of Secured Obligations’ best interest. The Borrower Each Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations Liabilities shall have been paid in full in cash (other than contingent indemnity obligations and obligations under Hedging Agreements) and the Credit Agreement Agreements and the other Credit Documents shall have been terminated. The Borrower Each Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Holders of Secured Obligations under the Pledge and Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If Upon the occurrence and during the continuance of an Event of Default has occurred and is continuing and the election by the 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 Patents, Trademarks and Licenses, the Borrower each Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the Administrative Agent's ’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 the Administrative Agent's ’s rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Pledge and Security AgreementsAgreement, 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 if upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Pledge and Security Agreements Agreement and any of the other Loan Credit Documents. The Borrower Each 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. Notwithstanding anything herein to the contrary, that 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 may give any shorter notice that is commercially reasonable under the circumstanceshereunder.

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 the Administrative Agent Lender (and all Persons designated by the Administrative Agent Lender in its sole and absolute discretion) as the Borrower's true and lawful attorney-in-fact, and authorizes the Administrative Agent Lender and any of the Administrative AgentLender's designees, in the Borrower's or the Administrative AgentLender's name, from and after the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument which to the Administrative Agent may deem extent 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 the Administrative Agent Lender in the use, prosecution or protection use of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable termsanyone, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsTrademarks or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable termsanyone, and (iv) to take any other actions with respect to the Patents Trademarks or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent Lender deems in its own or the Lenders' best interest. The Borrower hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations Liabilities shall have been paid in full in cash and the Credit Loan 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 the Administrative Agent or the other Lenders Lender under the AgreementLoan Agreement or any of the Financing Agreements, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative Agent 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 Trademarks or the Licenses may be located or deemed located. If Upon the occurrence of an Event of Default has occurred and is continuing or a Default and the Administrative Agent has elected 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent Lender or any transferee of the Administrative Agent Lender and to execute and deliver to the Administrative Agent Lender or any such transferee all such agreements, documents and instruments as may be necessary, in the Administrative AgentLender'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 the Administrative Agentof Lender's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security AgreementsLoan 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 if upon the occurrence of an Event of Default has occurred and is continuingor a Default, the Administrative Agent Lender may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Loan Agreement and any of the other Loan 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 circumstancesFinancing Agreements.

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 agreeshereby appoints the Lender and all Persons the Lender may designate, upon in its sole and absolute discretion, as the request Borrower's attorney-in-fact, with full authority in the place and stead of the Administrative Agent Borrower and promptly following such requestin the name of the Borrower or otherwise, to take any action and to 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 the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the Borrower's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the Borrower's or the 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 which the Administrative Agent 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 in the Lender's sole discretion, (i) to endorse the endorsement of the Borrower's name on all applications, documents, papers and instruments necessary related to the Patents or desirable for the Administrative Agent in the use, prosecution or protection of the Patents, the Trademarks or the Licenses, (ii) to assignthe assignment, pledge, convey conveyance or otherwise transfer title in or dispose other disposition of the Trademarks Patents or the Licenses to anyone on commercially reasonable terms, (iii) to the grant or issue issuance of any exclusive or nonexclusive non-exclusive license under any of the Patents, the Trademarks Patents or the Licenses, to anyone on commercially reasonable terms, Licenses and (iv) to take the taking of any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent Lender deems in its own necessary or the Lenders' best interestdesirable. The Borrower hereby ratifies all that such attorney attorney-in-fact shall lawfully do or, to the extent permitted, 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 Obligations Liabilities shall have been paid in full in cash and all financing arrangements between the Lender and the Credit 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 Administrative Agent or the other Lenders Lender under the AgreementLoan Agreement or any of the related agreements, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative Agent 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 Trademarks Patents or the Licenses may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan 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. The Borrower agreesAll of Grantee’s rights and remedies with respect to the Trademarks and the Licenses, upon the request of the Administrative Agent whether established hereby, by any other agreements or by law, shall be cumulative and promptly following such request, to take any action and execute any instrument which the Administrative Agent may deem necessary be exercised singularly or advisable to accomplish the purposes of this Agreementconcurrently. The Borrower Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) Grantee as the Borrower's true and lawful Grantor’s attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, with full authority in the Borrower's place and stead of Grantor and in the name of Grantor or otherwise to carry out the Administrative Agent's name, from and after acts described below. Upon the occurrence and during the continuance of an Event of a Default, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this AgreementGrantor hereby authorizes Grantee to, including, without limitationin its sole discretion, (i) to endorse the Borrower's Grantor’s name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent Grantee in the use, prosecution or protection use of the Patents, the Trademarks or 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 Trademarks or and the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The Borrower Grantor hereby ratifies all that such attorney attorney-in-fact shall lawfully do or, to the extent permitted, or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all the Obligations shall have been paid in full in cash and the Credit this Agreement shall have been terminatedterminated pursuant to Section 6 hereof. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Grantee under the AgreementSecurity Agreement or other Debt Documents, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative Agent 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 under the Uniform Commercial Code as enacted in any jurisdiction in which which, respectively, either (x) the Trademarks or the Licenses may be located or deemed located. If an Event of Default has occurred and is continuing and the Administrative Agent has elected to exercise any of its remedies under Section 9-504 located or Section 9-505 of the Uniform Commercial Code with respect to the Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and (y) the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan 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 circumstanceswere granted.

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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and after the occurrence of a Default and the giving by the Agent of notice to Grantor of the Agent's intention to enforce its rights and claims against Grantor, to (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsTrademarks or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents Trademarks or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the LendersHolders of Secured Obligations' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations shall have been paid in full in cash and the Credit Agreement shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Holders of Secured Obligations under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If an Event Upon the occurrence of a Default has occurred and is continuing and the Administrative election by the 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 Patents, Trademarks and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 . All of the foregoing are transferable pursuant to operative agreements between the Borrower and such third party. All the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if an Event upon the occurrence of Default has occurred and is continuinga Default, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan Documents. The Borrower 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, HOWEVER, that the Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances.

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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, with full power of substitution, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the Administrative Agent's name, from and after upon the occurrence and during the continuance of an Event of Default, Default to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, and the giving by Agent of notice to Grantor of Agent's intention to enforce its rights and claims against Grantor, to (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsTrademarks or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents Trademarks or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations shall have been paid and satisfied in full in cash and the Security Agreement, the Credit Agreement and each of the other Credit Documents shall have been terminatedterminated pursuant to the respective terms and provisions thereof. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If Upon the occurrence of an Event of Default has occurred and is continuing and the Administrative election by 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 Patents, Trademarks and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative of Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan Credit Documents. The Borrower 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 Business Days before such disposition; PROVIDED, that the Administrative THAT Agent may give any shorter notice that is commercially reasonable under the circumstances.

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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, with full power of substitution, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the Administrative Agent's name, from and after upon the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, and the giving by Agent of notice to Grantor of Agent's intention to enforce its rights and claims against Grantor, to (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks Patents or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks Patents or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsPatents or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations shall have been paid and satisfied in full in cash and the Security Agreement, the Credit Agreement and each of the other Credit Documents shall have been terminatedterminated pursuant to the respective terms and provisions thereof. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks Patents or the Licenses may be located or deemed located. If Upon the occurrence of an Event of Default has occurred and is continuing and the Administrative election by 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 Patents, Trademarks Patents and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks Patents and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative of Agent's rights and remedies with respect to the Patents, the Trademarks Patents and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if upon the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan Credit Documents. The Borrower Grantor agrees that any notification of intended disposition of any of the Patents, Trademarks Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days Business Days before such disposition; PROVIDED, that the Administrative THAT Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. The Borrower agreesAll of Lender’s rights and remedies with respect to the Patents and the Licenses, upon the request of the Administrative Agent whether established hereby, by any other agreement or by law, shall be cumulative and promptly following such request, to take any action and execute any instrument which the Administrative Agent may deem necessary be exercised singularly or advisable to accomplish the purposes of this Agreementconcurrently. The Borrower hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) Lender as the Borrower's true and lawful ’s attorney-in-fact, with full authority in the place and authorizes stead of Borrower and in the Administrative Agent and any name of Borrower or otherwise to carry out the acts described below. Subject to the terms of the Administrative Agent's designeesNote Purchase Agreement and the Senior Subordination Agreement, in the Borrower's or the Administrative Agent's name, from and after upon the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this AgreementBorrower hereby authorizes Lender to, including, without limitationin its sole discretion, (i) to endorse the Borrower's ’s name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent Lender in the use, prosecution or protection use of the Patents, the Trademarks 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 Trademarks or Patents and the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The Borrower hereby ratifies all that such attorney attorney-in-fact shall lawfully do or, to the extent permitted, or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all the Obligations shall have been paid in full in cash and the Credit this Agreement shall have been terminatedterminated pursuant to Section 6. The Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Lender under the Note Purchase Agreement, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative Agent 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 Trademarks or the Licenses Patents may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan 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. The Borrower agreesFollowing the occurrence and during the continuance of a Default, 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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the Borrower's Grantor’s true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's ’s designees, in the Borrower's Grantor’s or the Administrative Agent's ’s name, from and after the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, after the giving by the Agent of written notice to the Grantor of the Agent’s intention to enforce its rights and claims against the Grantor, to (i) to endorse the Borrower's Grantor’s name on all applications, documents, papers and instruments necessary or otherwise desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks Patents or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks Patents or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsPatents or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' Holders of Secured Obligations’ best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations Liabilities shall have been paid in full in cash and the Credit Agreement and the other Loan Documents shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Holders of Secured Obligations under the Pledge and Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks Patents or the Licenses may be located or deemed located. If an Event Upon the occurrence and during the continuance of a Default has occurred and is continuing and the Administrative election by the 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 Patents, Trademarks Patents and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks Patents and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the Administrative Agent's ’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 . All of the foregoing are transferable pursuant to operative agreements between the Borrower and such third party. All the Administrative Agent's ’s rights and remedies with respect to the Patents, the Trademarks Patents and the Licenses, whether established hereby, by the Pledge and Security AgreementsAgreement, 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 if an Event upon the occurrence and during the continuance of Default has occurred and is continuinga Default, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Pledge and Security Agreements Agreement and any of the other Loan Documents. The Borrower Grantor agrees that any notification of intended disposition of any of the Patents, Trademarks Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; PROVIDED. Notwithstanding anything herein to the contrary, that in no event shall the Administrative 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 may give any shorter notice that is commercially reasonable under the circumstanceshereunder.

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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, from and during the continuance of a Default and the giving by the Administrative Agent of notice to Grantor of the Administrative Agent's intention to enforce its rights and claims against Grantor, to (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks Patents or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks Patents or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the PatentsPatents or, to the Trademarks or extent permitted, under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the LendersHolders of Secured Obligations' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Secured Obligations shall have been paid in full in cash and the Credit Agreement shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Holders of Secured Obligations under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks Patents or the Licenses may be located or deemed located. If an Event Upon the occurrence and during the continuance of a Default has occurred and is continuing and the election by the Administrative Agent has elected 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 Patents, Trademarks Patents and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks Patents and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks Patents and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if an Event upon the occurrence and during the continuance of Default has occurred and is continuinga Default, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan Documents. The Borrower Grantor agrees that any notification of intended disposition of any of the Patents, Trademarks Patents 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 agreesAll of Lender’s rights and remedies with respect to the Patents and the Licenses, upon the request of the Administrative Agent whether established hereby, by any other agreement or by law, shall be cumulative and promptly following such request, to take any action and execute any instrument which the Administrative Agent may deem necessary be exercised singularly or advisable to accomplish the purposes of this Agreementconcurrently. The Borrower hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) Lender as the Borrower's true and lawful ’s attorney-in-fact, with full authority in the place and authorizes stead of Borrower and in the Administrative Agent and any name of Borrower or otherwise to carry out the acts described below. Subject to the terms of the Administrative Agent's designeesNote Purchase Agreement, in the Borrower's or Senior Subordination Agreement and the Administrative Agent's nameJunior Subordination Agreement, from and after upon the occurrence and during the continuance of an Event of Default, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this AgreementBorrower hereby authorizes Lender to, including, without limitationin its sole discretion, (i) to endorse the Borrower's ’s name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent Lender in the use, prosecution or protection use of the Patents, the Trademarks 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 Trademarks or Patents and the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The Borrower hereby ratifies all that such attorney attorney-in-fact shall lawfully do or, to the extent permitted, or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all the Obligations shall have been paid in full in cash and the Credit this Agreement shall have been terminatedterminated pursuant to Section 6. The Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Lender under the Note Purchase Agreement, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative Agent 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 Trademarks or the Licenses Patents may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan 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. The Borrower agreesAll of Lender’s rights and remedies with respect to the Trademarks and the Licenses, upon the request of the Administrative Agent whether established hereby, by any other agreements or by law, shall be cumulative and promptly following such request, to take any action and execute any instrument which the Administrative Agent may deem necessary be exercised singularly or advisable to accomplish the purposes of this Agreementconcurrently. The Borrower hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) Lender as the Borrower's true and lawful ’s attorney-in-fact, with full authority in the place and authorizes stead of Borrower and in the Administrative Agent and any name of Borrower or otherwise to carry out the acts described below. Subject to the terms of the Administrative Agent's designeesNote Purchase Agreement and the Senior Subordination Agreement, in the Borrower's or the Administrative Agent's name, from and after upon the occurrence and during the continuance of an Event of DefaultDefault and the giving by Lender of written notice to Borrower of Lender’s intention to enforce its rights and claims against Borrower, to take any action and execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this AgreementBorrower hereby authorizes Lender to, including, without limitation, in its sole discretion (i) to endorse the Borrower's ’s name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent Lender in the use, prosecution or protection use of the Patents, the Trademarks or 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 Trademarks or the Licenses to anyone on commercially reasonable terms. Lender shall take no action pursuant to subsection (i), (ii), (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions of this Section 14 without taking like action with respect to the Patents or entire goodwill of Borrower’s business connected with the Trademarks oruse of, to the extent permittedand symbolized by, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The such Trademarks, Borrower hereby ratifies all that such attorney attorney-in-fact shall lawfully do or, to the extent permitted, or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until all the Obligations shall have been paid in full in cash and the Credit this Agreement shall have been terminatedterminated pursuant to Section 6. The Borrower acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders Lender under the Note Purchase Agreement, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative Agent 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 Trademarks or the Licenses may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan 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. 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 Grantor hereby irrevocably designates, constitutes and appoints the Administrative Collateral Agent (and all Persons designated by the Administrative Collateral Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, and authorizes the Administrative Collateral Agent and any of the Administrative Collateral Agent's designees, in the BorrowerGrantor's or the Administrative Collateral 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 which the Administrative 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 and the giving by the Collateral Agent of notice to the Grantor of the Collateral Agent's intention to enforce its rights and claims against the Grantor, to (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Collateral Agent in the use, prosecution or protection of the Patents, the Trademarks Patents or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks Patents or the Licenses to anyone on commercially reasonable termsterms (but subject to the terms thereof), (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks Patents or under the Licenses, to anyone on commercially reasonable termsterms (but only, in the case of Licenses, to the extent permitted under such Licenses) and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Collateral Agent deems in its own best interest or in the best interest of the Agents or the Lenders' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Obligations Liabilities shall have been paid in full in cash and the Credit Agreement shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent Collateral Agent, the other Agents or the other Lenders under the AgreementLoan Documents, but rather is intended to facilitate the exercise of such rights and remedies. The Administrative 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 Trademarks Patents or the Licenses may be located or deemed located. If Upon the occurrence of an Event of Default has occurred and is continuing and the Administrative election by the Collateral 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 Patents, Trademarks Patents and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks Patents and the Licenses to the Administrative Collateral Agent or any transferee of the Administrative Collateral Agent and to execute and deliver to the Administrative Collateral Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the Administrative Collateral Agent's sole discretiondiscretion exercised in a commercially reasonable manner, 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 . All of the foregoing are transferable pursuant to operative agreements between the Borrower and such third party. All the Administrative Collateral Agent's rights and remedies with respect to the Patents, the Trademarks Patents and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if upon the occurrence of an Event of Default has occurred and is continuingDefault, the Administrative Collateral Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan Documents. The Borrower Grantor agrees that any notification of intended disposition of any of the Patents, Trademarks Patents and Licenses required by law shall be deemed reasonably and properly given if given at least ten (10) days before such disposition; PROVIDEDprovided, however, that the Administrative Collateral Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. The Borrower 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 Borrower Grantor hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the BorrowerGrantor's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the BorrowerGrantor's or the 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 which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) to endorse the BorrowerGrantor's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, (iii) to grant or issue any exclusive or nonexclusive license under the Patents, the Trademarks or under the Licenses, to anyone on commercially reasonable terms, and (iv) to take any other actions with respect to the Patents or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in its own or the Lenders' best interest. The Borrower Grantor hereby ratifies all that such attorney shall lawfully do 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 the Obligations shall have been paid in full in cash and the Credit Agreement shall have been terminated. The Borrower Grantor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the rights and remedies of the Administrative Agent or the other Lenders under the Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If an Event of Default has occurred and is continuing and the 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 Patents, Trademarks and Licenses, the Borrower Grantor agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may be necessary, in the 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 the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security 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 if an Event of Default has occurred and is continuing, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements and any of the other Loan Documents. The Borrower 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; PROVIDEDprovided, however, that the Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances.

Cumulative Remedies; Power of Attorney. The Borrower agrees, upon Upon the request occurrence and during the continuance 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 a Designated Default Borrower hereby irrevocably designates, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent in its sole and absolute discretion) as the Borrower's true and lawful attorney-in-fact, and authorizes the Administrative Agent and any of the Administrative Agent's designees, in the Borrower's or the 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 which the Administrative Agent may deem reasonably deems necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, after the giving by the Agent of notice to Borrower of the Agent's intention to enforce its rights and claims against Borrower, including, without limitation, to (i) to endorse the Borrower's name on all applications, documents, papers and instruments necessary or desirable for the Administrative Agent in the use, prosecution or protection use of the Patents, the Trademarks or the Licenses, (ii) to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks or the Licenses to anyone on commercially reasonable terms, and (iii) to grant or issue any exclusive or nonexclusive license under the PatentsTrademarks or, to the Trademarks or extent permitted, under the Licenses, to anyone 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 Patents Trademarks or the Trademarks or, to the extent permitted, the Licenses as the Administrative Agent deems in reasonably necessary to protect its own or the LendersHolders of Secured Obligations' best interestinterests under the Credit Agreement consistent with the terms of this Agreement. The Borrower hereby ratifies all that such attorney shall lawfully do or, to the extent permitted, 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 Secured Obligations shall have been paid in full in cash and the 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 the Administrative Agent or the other Lenders Holders of Secured Obligations under the Security Agreement, but rather is intended to facilitate the exercise of such rights and remedies. 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 Trademarks or the Licenses may be located or deemed located. If an Event Upon the occurrence and during the continuance of a Designated Default has occurred and is continuing and the Administrative election by the 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 Patents, Trademarks and Licenses, the Borrower agrees to assign, convey and otherwise transfer all of its title in and to the Patents, the Trademarks and the Licenses to the Administrative Agent or any transferee of the Administrative Agent and to execute and deliver to the Administrative Agent or any such transferee all such agreements, documents and instruments as may reasonably be necessary, in the 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 . All of the foregoing are transferable pursuant to operative agreements between the Borrower and such third party. All the Administrative Agent's rights and remedies with respect to the Patents, the Trademarks and the Licenses, whether established hereby, by the Security AgreementsAgreement, 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 if an Event upon the occurrence and during the continuance of Default has occurred and is continuinga Designated Default, the Administrative Agent may exercise any of the rights and remedies provided in this Agreement, the Security Agreements Agreement and any of the other Loan 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; PROVIDEDprovided, however, that the Administrative Agent may give any shorter notice that is commercially reasonable under the circumstances.