Common use of Custody Agreement and Power of Attorney Clause in Contracts

Custody Agreement and Power of Attorney. Upon delivering a request under this Section 4.2, Management Investors and their Permitted Transferees will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company and one of the director designees referred to in Section 2.1(a)(i) with respect to such Stockholder's shares of Common Stock or Common Stock Equivalents to be registered pursuant to this Section 4.2 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the director designees referred to in Section 2.1(a)(i)) a certificate or certificates representing such shares of Common Stock or Common Stock Equivalents (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Stockholder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Stockholder's behalf with respect to the matters specified therein. Such Stockholder also agrees to execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 4.2.

Custody Agreement and Power of Attorney. Upon delivering a request under this Section 4.23, Management Investors and their Permitted Transferees each holder (other than the holders of Bain Registrable Securities) that delivers such request will, if requested by the Companyunderwriters, execute and deliver a custody agreement and power of attorney in customary form and substance and otherwise reasonably satisfactory to the Company Corporation and one of the director designees referred to in Section 2.1(a)(i) Dow Investor with respect to such Stockholder's shares of Common Stock or Common Stock Equivalents Registrable Securities to be registered pursuant to this Section 4.2 3 (a "“Custody Agreement and Power of Attorney"”). The Custody Agreement and Power of Attorney will provide, among other things, that the Stockholder holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the director designees referred to in Section 2.1(a)(i)Corporation) a certificate or certificates representing such shares of Common Stock or Common Stock Equivalents Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock share powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Stockholder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Stockholder's holder’s behalf with respect to the matters specified therein. Such Stockholder holder also agrees to execute such other agreements as the Company Corporation may reasonably request to further evidence the provisions of this Section 4.23(g).

Custody Agreement and Power of Attorney. Upon delivering a request under this Section 4.2, Management Investors a Stockholder (excluding Vestar and their its Affiliates, but including any other Permitted Transferees Transferee of any thereof) or Permitted Transferee will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company and one of the director designees referred to in Section 2.1(a)(i) with respect to such Stockholder's or Permitted Transferee's shares of Common Stock or Common Stock Equivalents to be registered pursuant to this Section 4.2 (a "Custody Agreement and Power of AttorneyCUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Stockholder or Permitted Transferee will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the director designees referred to in Section 2.1(a)(i)) a certificate or certificates representing such shares of Common Stock or Common Stock Equivalents (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Stockholder's or Permitted Transferee's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Stockholder's or Permitted Transferee's behalf with respect to the matters specified therein. Such Stockholder or Permitted Transferee also agrees to execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 4.2.

Custody Agreement and Power of Attorney. Upon delivering delivery of a request under this Section 4.2Request, Management the participating Minority Investors and their Permitted Transferees will, if requested by the CompanyKKR Holder, execute and deliver to the KKR Holder a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company and one of the director designees referred to in Section 2.1(a)(i) KKR Holder with respect to such Stockholder's the shares of Common Stock or Common Stock Equivalents to be registered pursuant to this Section 4.2 2(b) (a "“Custody Agreement and Power of Attorney"”). The custodian and attorney-in-fact under the Custody Agreement and Power of Attorney will be the KKR Holder or its designee. The Custody Agreement and Power of Attorney will provide, among other things, that the Stockholder such Minority Investor will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the director designees referred to in Section 2.1(a)(i)) a certificate or certificates representing such shares of Common Stock or Common Stock Equivalents (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Stockholder's Minority Investor’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Stockholder's Minority Investor’s behalf with respect to the matters specified therein. Such Stockholder also agrees to execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 4.2therein (including without limitation executing an underwriting agreement and cross-receipts).

Custody Agreement and Power of Attorney. Upon delivering a request under this Section 4.23, Management Investors and their Permitted Transferees each holder (other than the holders of Xxxx Registrable Securities) that delivers such request will, if requested by the Companyunderwriters, execute and deliver a custody agreement and power of attorney in customary form and substance and otherwise reasonably satisfactory to the Company Corporation and one of the director designees referred to in Section 2.1(a)(i) Dow Investor with respect to such Stockholder's shares of Common Stock or Common Stock Equivalents Registrable Securities to be registered pursuant to this Section 4.2 3 (a "“Custody Agreement and Power of Attorney"”). The Custody Agreement and Power of Attorney will provide, among other things, that the Stockholder holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the director designees referred to in Section 2.1(a)(i)Corporation) a certificate or certificates representing such shares of Common Stock or Common Stock Equivalents Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock share powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Stockholder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Stockholder's holder’s behalf with respect to the matters specified therein. Such Stockholder holder also agrees to execute such other agreements as the Company Corporation may reasonably request to further evidence the provisions of this Section 4.23(g).

Custody Agreement and Power of Attorney. Upon delivering a request under this Section 4.23, Management Investors and their Permitted Transferees each Shareholder that delivers such request (excluding the holders of Warburg Registrable Securities) will, if requested by the Company, execute and deliver a custody agreement and power of attorney in customary form and substance and otherwise reasonably satisfactory to the Company and one of the director designees referred to in Section 2.1(a)(i) with respect to such Stockholder's shares of Common Stock or Common Stock Equivalents Registrable Securities to be registered pursuant to this Section 4.2 3 (a "“Custody Agreement and Power of Attorney"”). The Custody Agreement and Power of Attorney will provide, among other things, that the Stockholder Shareholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the director designees referred to in Section 2.1(a)(i)Company) a certificate or certificates representing such shares of Common Stock or Common Stock Equivalents Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Stockholder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Stockholder's Shareholder’s behalf with respect to the matters specified therein. Such Stockholder Shareholder also agrees to execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 4.23(f).

Custody Agreement and Power of Attorney. Upon delivering a request --------------------------------------- under this Section 4.2Article III, Management Investors and their Permitted Transferees each of the Shareholders seeking registration of its shares of Shareholder Common Stock will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company and one of the director designees referred to in Section 2.1(a)(i) with respect to such StockholderSelling Securityholder's (defined below) shares of Shareholder Common Stock or Common Stock Equivalents to be registered pursuant to this Section 4.2 Article III (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, things that the Stockholder such Selling Securityholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the director designees referred to in Section 2.1(a)(i)) a certificate or certificates representing such shares of Shareholder Common Stock or Common Stock Equivalents (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such StockholderSelling Securityholder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such StockholderSelling Securityholder's behalf with respect to the matters specified therein. Such Stockholder Selling Securityholder shall also agrees to execute such other agreements as the Company may reasonably request to further evidence the provisions of this Section 4.2Article III.

Custody Agreement and Power of Attorney. Upon delivering a request under this Section 4.2, Management Investors and their Permitted Transferees a stockholder or its subsequent transferee will, if requested by the CompanySJKI, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company and one of the director designees referred to in Section 2.1(a)(i) SJKI with respect to such Stockholderstockholder's shares of Common Stock or Common Stock Equivalents subsequent transferee's Shares to be registered pursuant to this Section 4.2 (a "Custody Agreement and Power of AttorneyAGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Stockholder stockholder or its subsequent transferee will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the director designees referred to in Section 2.1(a)(i)) a certificate or certificates representing such shares of Common Stock or Common Stock Equivalents Shares (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Stockholderstockholder's or subsequent transferee's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Stockholderstockholder's or subsequent transferee's behalf with respect to the matters specified therein. Such Stockholder stockholder or subsequent transferee's also agrees to execute such other agreements as the Company SJKI may reasonably request to further evidence the provisions of this Section 4.2.

Custody Agreement and Power of Attorney. Upon delivering a request --------------------------------------- under this Section 4.2, Management Investors and their a Stockholder (excluding the LLC, but including any other Permitted Transferees Transferee of any thereof) or Permitted Transferee will, if requested by the CompanyParent, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company and one of the director designees referred to in Section 2.1(a)(i) Parent with respect to such Stockholder's or Permitted Transferee's shares of Common Stock or Common Stock Equivalents to be registered pursuant to this Section 4.2 (a "Custody Agreement ----------------- and Power of Attorney"). The Custody Agreement and Power of Attorney will ---------------------- provide, among other things, that the Stockholder or Permitted Transferee will deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the director designees referred to in Section 2.1(a)(i)) a certificate or certificates representing such shares of Common Stock or Common Stock Equivalents (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Stockholder's or Permitted Transferee's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Stockholder's or Permitted Transferee's behalf with respect to the matters specified therein. Such Stockholder or Permitted Transferee also agrees to execute such other agreements as the Company Parent may reasonably request to further evidence the provisions of this Section 4.2.