Common use of Collateral Agent’s Appointment as Attorney-in-Fact, etc Clause in Contracts

Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement (other than indemnities and other contingent Obligations not yet due and payable hereunder), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate termination value (exclusive of expenses and similar payments but including any early termination payments due upon termination) under such Secured Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms of this Section. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Lenders (or, after payment in full of all Obligations under the Credit Agreement, the Majority Holders) and the Grantors. Upon any such resignation, the Required Lenders (or, after payment in full of all Obligations other than indemnities and other contingent Obligations not yet due and payable under the Credit Agreement, the Majority Holders) shall have the right, with the consent (not to be unreasonably withheld or delayed) of the Borrower, to appoint a successor; provided that during the existence and continuance of an Event of Default no such consent of the Borrower shall be required. If no successor shall have been so appointed by the Required Lenders or the Majority Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financings statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations

Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) The Pledgor hereby irrevocably constitutes and appoints the Collateral Agent has been appointed to act and any authorized officer or agent thereof, with full power of substitution, as Collateral Agent hereunder by Lenders and, by their acceptance its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the benefits hereofPledgor and in the name of the Pledgor or in its own name, for the other Secured Parties. The Collateral Agent shall be obligated, and shall have purpose of carrying out the right hereunderterms of this Agreement, to make demands, to give notices, to exercise or refrain from exercising take any rights, and all appropriate action and to take execute any and all documents and instruments that may be reasonably necessary or refrain from taking any action (including, without limitation, desirable to accomplish the release or substitution purposes of Collateral), solely in accordance with this Agreement and to the Credit Agreement; extent permitted by applicable law, provided that the Collateral Agent shallagrees not to exercise such power except upon the occurrence and during the continuance of any Event of Default, after payment in full of all Obligations under the Credit Agreement (other than indemnities and other contingent Obligations not yet due and payable hereunder), exercise, or refrain from exercising, any remedies provided for herein in accordance with and subject to each applicable Intercreditor Agreement. Without limiting the instructions generality of the holders (the “Majority Holders”) of a majority of the aggregate termination value (exclusive of expenses and similar payments but including any early termination payments due upon termination) under such Secured Hedge Agreements. In furtherance of the foregoing provisions of this Sectionforegoing, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms of this Section. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Lenders (or, after payment in full of all Obligations under the Credit Agreement, the Majority Holders) and the Grantors. Upon any such resignation, the Required Lenders (or, after payment in full of all Obligations other than indemnities and other contingent Obligations not yet due and payable under the Credit Agreement, the Majority Holders) shall have the right, with the consent (not to be unreasonably withheld or delayed) of the Borrower, to appoint a successor; provided that during the existence and continuance of when an Event of Default no such consent of has occurred and is continuing (in each case to the Borrower shall be required. If no successor shall have been so appointed extent permitted by applicable law) and subject to each applicable Intercreditor Agreement, (x) the Required Lenders or Pledgor hereby gives the Majority Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent maypower and right, on behalf of the LendersPledgor, appoint a successor without notice or assent by the Pledgor, to execute, in connection with any sale provided for in subsection 6.4 or 6.5, any indorsements, assessments or other instruments of conveyance or transfer with respect to the Pledged Stock. (b) The reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this subsection 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due ABR Loans, from the date of payment by the Collateral Agent to the date reimbursed by the Pledgor, shall be a bank payable by the Pledgor to the Collateral Agent on demand. (c) The Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an office in New York, New York, or an Affiliate of any such bank. Upon interest and are irrevocable as to the acceptance of its appointment Pledgor until this Agreement is terminated as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral AgentPledgor, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate security interests in connection with the performance Pledged Stock of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financings statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests Pledgor created hereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligationshereby are released.

Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) The Each Granting Party hereby irrevocably constitutes and appoints the Collateral Agent has been appointed and any authorized officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact (which appointment shall terminate upon the date upon which the Loans and all other Obligations (other than any Obligations owing to act as Collateral Agent hereunder by Lenders anda Non-Lender Secured Party not then due and payable) then due and owing, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have been paid in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the right hereunderapplicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments shall have terminated) with full irrevocable power and authority in the place and stead of such Granting Party and in the name of such Granting Party or in its own name, for the purpose of carrying out the terms of this Agreement, to make demands, to give notices, to exercise or refrain from exercising take any rights, and all appropriate action and to take execute any and all documents and instruments that may be reasonably necessary or refrain from taking any action (including, without limitation, desirable to accomplish the release or substitution purposes of Collateral), solely in accordance with this Agreement and to the Credit Agreement; extent permitted by applicable law, provided that the Collateral Agent shallagrees not to exercise such power except upon the occurrence and during the continuance of any Event of Default, after payment in full of all Obligations under the Credit Agreement (other than indemnities and other contingent Obligations not yet due and payable hereunder), exercise, or refrain from exercising, any remedies provided for herein in accordance with and subject to each applicable Intercreditor Agreement. Without limiting the instructions generality of the holders foregoing, at any time when an Event of Default has occurred and is continuing (in each case to the “Majority Holders”extent permitted by applicable law and subject to each applicable Intercreditor Agreement), (x) each Pledgor hereby gives the Collateral Agent the power and right, on behalf of a majority such Pledgor, without notice or assent by such Pledgor, to execute, in connection with any sale provided for in Subsection 6.6 or 6.7, any endorsements, assessments or other instruments of conveyance or transfer with respect to such Pledgor’s Pledged Collateral, and (y) each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the aggregate termination value following: (exclusive i) in the name of expenses such Grantor or its own name, or otherwise, take possession of and similar payments but including indorse and collect any early termination payments checks, drafts, notes, acceptances or other instruments for the payment of moneys due upon termination) under any Accounts Receivable of such Secured Hedge Agreements. In furtherance Grantor that constitutes Collateral or with respect to any other Collateral of the foregoing provisions such Grantor and file any claim or take any other action or institute any proceeding in any court of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely law or equity or otherwise deemed appropriate by the Collateral Agent for the benefit purpose of collecting any and all such moneys due under any Accounts Receivable of such Grantor that constitutes Collateral or with respect to any other Collateral of such Grantor whenever payable; (ii) in the Secured Parties case of any Copyright, Patent, or Trademark constituting Collateral of such Grantor, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to such Grantor to evidence the Collateral Agent’s and the Lenders’ security interest in accordance with such Copyright, Patent, or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby, and such Grantor hereby consents to the non-exclusive royalty free use by the Collateral Agent of any Copyright, Patent or Trademark owned by such Grantor included in the Collateral for the purposes of disposing of any Collateral; (iii) pay or discharge taxes and Liens, other than Liens permitted under this Agreement or the other Loan Documents, levied or placed on the Collateral of such Grantor, effect any repairs or any insurance called for by the terms of this Section. Subject Agreement and pay all or any part of the premiums therefor and the costs thereof; (iv) (A) direct any party liable for any payment under any of the Security Collateral of such Grantor to make payment of any and all moneys due or to become due thereunder directly to the appointment and acceptance of a successor Collateral Agent or as the Collateral Agent shall direct; (B) ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Security Collateral of such Grantor; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Security Collateral of such Grantor; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Security Collateral of such Grantor or any portion thereof and to enforce any other right in respect of any Security Collateral of such Grantor; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Security Collateral of such Grantor; (F) settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; (G) subject to any existing reserved rights or licenses, assign any Copyright, Patent or Trademark constituting Collateral of such Grantor (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Security Collateral of such Grantor as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Security Collateral of such Grantor and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do; and (v) provide any “notice of sole control” (or equivalent notice) under any Blocked Account Agreement (it being understood that the right to provide any “notice of sole control” granted hereby is in addition to such rights granted under the Credit Agreement and does not limit the exercise of such rights during the continuance of any Cash Dominion Period. (b) The reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this paragraph, Subsection 7.1 from the date of payment by the Collateral Agent may resign at any time to the date reimbursed by notifying the Lenders relevant Granting Party, shall be payable by such Granting Party to the Collateral Agent on demand. (or, after payment in full of c) Each Granting Party hereby ratifies all Obligations under the Credit Agreement, the Majority Holders) and the Grantors. Upon any such resignation, the Required Lenders (or, after payment in full of all Obligations other than indemnities and other contingent Obligations not yet due and payable under the Credit Agreement, the Majority Holders) that said attorney shall have the right, with the consent (not lawfully do or cause to be unreasonably withheld or delayed) of the Borrowerdone by virtue hereof. All powers, to appoint a successor; provided that during the existence authorizations and continuance of an Event of Default no such consent of the Borrower shall be required. If no successor shall have been so appointed by the Required Lenders or the Majority Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent which shall be a bank agencies contained in this Agreement are coupled with an office in New York, New York, or an Affiliate of any interest and are irrevocable as to the relevant Granting Party until this Agreement is terminated as to such bank. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral AgentGranting Party, and the retiring security interests in the Security Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financings statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests Granting Party created hereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligationshereby are released.

Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement (other than indemnities and other contingent Obligations not yet due and payable hereunder), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate termination value (exclusive of expenses and similar payments but including any early termination payments due upon termination) under such Secured Hedge Agreements. In furtherance of the foregoing provisions of this SectionSection 6.01, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms of this SectionSection 6.01. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Lenders (or, after payment in full accordance with Section 10.07 of all Obligations under the Credit Agreement, the Majority Holders) and the Grantors. Upon any such resignation, the Required Lenders (or, after payment in full of all Obligations other than indemnities and other contingent Obligations not yet due and payable under the Credit Agreement, the Majority Holders) shall have the right, with the consent (not to be unreasonably withheld or delayed) of the BorrowerHoldings, to appoint a successor; provided that during the existence and continuance of an Event of Default no such consent of the Borrower Holdings shall be required. If no successor shall have been so appointed by the Required Lenders or the Majority Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall shall, as promptly as reasonably practicable, (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financings statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligationsobligations hereunder. After any Collateral Agent’s resignation hereunder, the provisions of this Agreement shall continue in effect for the benefit of such retiring Collateral Agent in respect of any actions taken or omitted to be taken by any of them while acting as Collateral Agent. (b) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, such appointment being coupled with an interest, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor without notice to or assent by such Grantor to do any or all of the following: (i) in the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property constituting Collateral, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; (iv) execute, in connection with any sale provided for in Section 5.07 or 5.08, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 6.01 to the contrary notwithstanding, the Collateral Agent agrees that, except as provided in Section 6.01(b), it will not exercise any rights under the power of attorney provided for in this Section 6.01(b) unless an Event of Default shall have occurred and be continuing. (c) If an Event of Default has occurred and is continuing, if any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement; provided, however, that the Collateral Agent shall not exercise this power without first making demand on such Grantor and such Grantor failing to immediately comply therewith. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.01 shall be payable by such Grantor to the Collateral Agent on demand. (e) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement (other than indemnities and other contingent Obligations not yet due and payable hereunder), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate termination value (exclusive of expenses and similar payments but including any early termination payments due upon termination) under such Secured Hedge Agreements. In furtherance of the foregoing provisions of this SectionSection 6.01, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms of this SectionSection 6.01. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying in accordance with Section 10.07 of the Lenders (Credit Agreement or, after payment in full of all Obligations under the Credit Agreement, by notice to the Majority Holders) Holders and the Grantors. Upon any such resignation, the Required Lenders (or, after payment in full of all Obligations other than indemnities and other contingent Obligations not yet due and payable under the Credit Agreement, the Majority Holders) shall have the right, with the consent (not to be unreasonably withheld or delayed) of the BorrowerMacDermid, to appoint a successor; provided that during the existence and continuance of an Event of Default no such consent of the Borrower MacDermid shall be required. If no successor shall have been so appointed by the Required Lenders or the Majority Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financings statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligationsobligations hereunder. After any Collateral Agent’s resignation hereunder, the provisions of this Agreement shall continue in effect for the benefit of such retiring Collateral Agent in respect of any actions taken or omitted to be taken by any of them while acting as Collateral Agent. (b) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, such appointment being coupled with an interest, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor without notice to or assent by such Grantor to do any or all of the following: (i) in the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property constituting Collateral, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; (iv) execute, in connection with any sale provided for in Section 5.07 or 5.08, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 6.01 to the contrary notwithstanding, the Collateral Agent agrees that, except as provided in Section 6.01(b), it will not exercise any rights under the power of attorney provided for in this Section 6.01(b) unless an Event of Default shall have occurred and be continuing. (c) If an Event of Default has occurred and is continuing, if any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement; provided, however, that the Collateral Agent shall not exercise this power without first making demand on such Grantor and such Grantor failing to immediately comply therewith. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.01 shall be payable by such Grantor to the Collateral Agent on demand. (e) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) The Pledgor hereby irrevocably constitutes and appoints the Collateral Agent has been appointed to act and any authorized officer or agent thereof, with full power of substitution, as Collateral Agent hereunder by Lenders and, by their acceptance its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the benefits hereofPledgor and in the name of the Pledgor or in its own name, for the other Secured Parties. The Collateral Agent shall be obligated, and shall have purpose of carrying out the right hereunderterms of this Agreement, to make demands, to give notices, to exercise or refrain from exercising take any rights, and all appropriate action and to take execute any and all documents and instruments that may be reasonably necessary or refrain from taking any action (including, without limitation, desirable to accomplish the release or substitution purposes of Collateral), solely in accordance with this Agreement and to the Credit Agreement; extent permitted by applicable law, subject to subsection 3.2, provided that the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement (other than indemnities and other contingent Obligations not yet due and payable hereunder), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate termination value (exclusive of expenses and similar payments but including any early termination payments due upon termination) under such Secured Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms of this Section. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Lenders (or, after payment in full of all Obligations under the Credit Agreement, the Majority Holders) and the Grantors. Upon any such resignation, the Required Lenders (or, after payment in full of all Obligations other than indemnities and other contingent Obligations not yet due and payable under the Credit Agreement, the Majority Holders) shall have the right, with the consent (not to be unreasonably withheld or delayed) of exercise such power except upon the Borrower, to appoint a successor; provided that occurrence and during the existence and continuance of an Event of Default no such consent specified in subsection 8(f) of the Borrower shall be requiredCredit Agreement. If no successor shall have been so appointed Without limiting the generality of the foregoing, at any time when an Event of Default specified in subsection 8(f) of the Credit Agreement has occurred and is continuing (in each case to the extent permitted by applicable law), subject to subsection 3.2, (x) the Required Lenders or Pledgor hereby gives the Majority Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent maypower and right, on behalf of the LendersPledgor, appoint a successor without notice or assent by the Pledgor, to execute, in connection with any sale provided for in subsection 6.3, any indorsements, assessments or other instruments of conveyance or transfer with respect to the Pledged Collateral. (b) The reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this subsection 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due ABR Loans, from the date of payment by the Collateral Agent to the date reimbursed by the Pledgor, shall be a bank payable by the Pledgor to the Collateral Agent on demand. (c) The Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an office in New York, New York, or an Affiliate of any such bank. Upon interest and are irrevocable as to the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral AgentPledgor until this Agreement is terminated, and the retiring security interests in the Pledged Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financings statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests Pledgor created hereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligationshereby are released.

Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) The Pledgor hereby irrevocably constitutes and appoints the Collateral Agent has been appointed to act and any authorized officer or agent thereof, with full power of substitution, as Collateral Agent hereunder by Lenders and, by their acceptance its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the benefits hereofPledgor and in the name of the Pledgor or in its own name, for the other Secured Parties. The Collateral Agent shall be obligated, and shall have purpose of carrying out the right hereunderterms of this Agreement, to make demands, to give notices, to exercise or refrain from exercising take any rights, and all appropriate action and to take execute any and all documents and instruments that may be reasonably necessary or refrain from taking any action (including, without limitation, desirable to accomplish the release or substitution purposes of Collateral), solely in accordance with this Agreement and to the Credit Agreement; extent permitted by applicable law, provided that the Collateral Agent shall, after payment in full agrees not to exercise such power except upon the occurrence and during the continuance of all Obligations under any Event of Default. Without limiting the Credit Agreement (other than indemnities and other contingent Obligations not yet due and payable hereunder), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions generality of the holders (the “Majority Holders”) of a majority of the aggregate termination value (exclusive of expenses and similar payments but including any early termination payments due upon termination) under such Secured Hedge Agreements. In furtherance of the foregoing provisions of this Sectionforegoing, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms of this Section. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Lenders (or, after payment in full of all Obligations under the Credit Agreement, the Majority Holders) and the Grantors. Upon any such resignation, the Required Lenders (or, after payment in full of all Obligations other than indemnities and other contingent Obligations not yet due and payable under the Credit Agreement, the Majority Holders) shall have the right, with the consent (not to be unreasonably withheld or delayed) of the Borrower, to appoint a successor; provided that during the existence and continuance of when an Event of Default no such consent of has occurred and is continuing (in each case to the Borrower shall be required. If no successor shall have been so appointed extent permitted by applicable law), (x) the Required Lenders or Pledgor hereby gives the Majority Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent maypower and right, on behalf of the LendersPledgor, appoint a successor without notice or assent by the Pledgor, to execute, in connection with any sale provided for in subsection 6.4 or 6.5, any indorsements, assessments or other instruments of conveyance or transfer with respect to the Pledged Stock. (b) The reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this subsection 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due ABR Loans, from the date of payment by the Collateral Agent to the date reimbursed by the Pledgor, shall be a bank payable by the Pledgor to the Collateral Agent on demand. (c) The Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an office in New York, New York, or an Affiliate of any such bank. Upon interest and are irrevocable as to the acceptance of its appointment Pledgor until this Agreement is terminated as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral AgentPledgor, and the retiring Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate security interests in connection with the performance Pledged Stock of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financings statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests Pledgor created hereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligationshereby are released.

Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders ▇▇▇▇▇▇▇ and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement (other than indemnities and other contingent Obligations not yet due and payable hereunder), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate termination value (exclusive of expenses and similar payments but including any early termination payments due upon termination) under such Secured Hedge Agreements. In furtherance of the foregoing provisions of this SectionSection 6.01, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms of this SectionSection 6.01. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Lenders (or, after payment in full accordance with Section 10.07 of all Obligations under the Credit Agreement, the Majority Holders) and the Grantors. Upon any such resignation, the Required Lenders (or, after payment in full of all Obligations other than indemnities and other contingent Obligations not yet due and payable under the Credit Agreement, the Majority Holders) shall have the right, with the consent (not to be unreasonably withheld or delayed) of the BorrowerHoldings, to appoint a successor; provided that during the existence and continuance of an Event of Default no such consent of the Borrower Holdings shall be required. If no successor shall have been so appointed by the Required Lenders or the Majority Holders▇▇▇▇▇▇▇, as the case may be, and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall shall, as promptly as reasonably practicable, (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financings statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligationsobligations hereunder. After any Collateral Agent’s resignation hereunder, the provisions of this Agreement shall continue in effect for the benefit of such retiring Collateral Agent in respect of any actions taken or omitted to be taken by any of them while acting as Collateral Agent. (b) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, such appointment being coupled with an interest, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or, in the Collateral Agent’s reasonable judgment, desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor without notice to or assent by such Grantor to do any or all of the following: (i) in the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to any other Collateral whenever payable; (ii) in the case of any Owned Intellectual Property constituting Collateral, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; (iv) execute, in connection with any sale provided for in Section 5.07 or 5.08, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 6.01 to the contrary notwithstanding, the Collateral Agent agrees that, except as provided in Section 6.01(b), it will not exercise any rights under the power of attorney provided for in this Section 6.01(b) unless an Event of Default shall have occurred and be continuing. (c) If an Event of Default has occurred and is continuing, if any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement; provided, however, that the Collateral Agent shall not exercise this power without first making demand on such Grantor and such Grantor failing to immediately comply therewith. (d) The reasonable and documented out-of-pocket expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.01 shall be payable by such Grantor to the Collateral Agent on demand. (e) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Collateral Agent’s Appointment as Attorney-in-Fact, etc. (ai) The Collateral Agent has been appointed to act as Collateral Agent hereunder THE BORROWER HEREBY IRREVOCABLY, UNTIL PAYMENT IN FULL IN CASH OF ALL AMOUNTS OUTSTANDING UNDER THE NOTES AND ALL OBLIGATIONS HEREUNDER AND UNDER THE OTHER NOTE DOCUMENTS, CONSTITUTES AND APPOINTS THE COLLATERAL AGENT AND ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND PROXY WITH FULL IRREVOCABLE POWER AND AUTHORITY IN THE PLACE AND STEAD OF THE BORROWER AND IN THE NAME OF THE BORROWER OR IN ITS OWN NAME, FOR THE PURPOSE OF CARRYING OUT THE TERMS OF THIS AGREEMENT, TO TAKE ANY AND ALL APPROPRIATE ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH MAY BE NECESSARY TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT OR TAKE ANY OTHER REMEDIAL ACTION WITH RESPECT TO COLLATERAL OTHERWISE DESCRIBED IN THIS AGREEMENT OR THE OTHER NOTE DOCUMENTS. (ii) To the fullest extent permitted by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement (other than indemnities and other contingent Obligations not yet due and payable hereunder), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate termination value (exclusive of expenses and similar payments but including any early termination payments due upon termination) under such Secured Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms of this Section. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraphApplicable Law, the Collateral Agent may resign at shall have no agency, fiduciary or other implied duties to any time by notifying the Lenders (orLoan Party, after payment Holder or any other party when acting in full of all Obligations under the Credit Agreementits capacity as collateral agent, the Majority Holders) attorney-in-fact or proxy. The Borrower and the Grantors. Upon any such resignation, the Required Lenders (or, after payment in full of all Obligations other than indemnities Holders hereby waive and other contingent Obligations not yet due and payable under the Credit Agreement, the Majority Holders) shall have the right, with the consent (not to be unreasonably withheld or delayed) of the Borrower, to appoint a successor; provided that during the existence and continuance of an Event of Default no such consent of the Borrower shall be required. If no successor shall have been so appointed by the Required Lenders or the Majority Holders, as the case may berelease, and shall cause each Guarantor to waive and release, any claims that it may otherwise have accepted such appointment within 30 days after against the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent which shall be a bank with an office in New York, New York, respect to any breach or an Affiliate alleged breach of any such bankagency, fiduciary or other duty, absent gross negligence or willful misconduct. Upon Notwithstanding the acceptance foregoing grant of its appointment as Collateral Agent hereunder by a successorpower of attorney and proxy, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall promptly (i) transfer have no duty to exercise any such successor Collateral Agent all sums, Securities right or to preserve the same and other items of Collateral held hereunder, together with all records and other documents necessary shall not be liable for any failure to do so or appropriate for any delay in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financings statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligationsdoing so.

Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) The Pledgor hereby irrevocably constitutes and appoints the Revolving Credit Collateral Agent has been appointed to act and any authorized officer or agent thereof, with full power of substitution, as Collateral Agent hereunder by Lenders and, by their acceptance its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the benefits hereof, Pledgor and in the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement (other than indemnities and other contingent Obligations not yet due and payable hereunder), exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions name of the holders (the “Majority Holders”) of a majority of the aggregate termination value (exclusive of expenses and similar payments but including any early termination payments due upon termination) under such Secured Hedge Agreements. In furtherance of the foregoing provisions of this SectionPledgor or in its own name, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit purpose of the Secured Parties in accordance with carrying out the terms of this Section. Subject Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be reasonably necessary or desirable to accomplish the purposes of this Agreement to the appointment and acceptance of a successor extent permitted by applicable law, subject to subsection 3.2, provided that the Revolving Credit Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Lenders (or, after payment in full of all Obligations under the Credit Agreement, the Majority Holders) and the Grantors. Upon any such resignation, the Required Lenders (or, after payment in full of all Obligations other than indemnities and other contingent Obligations not yet due and payable under the Credit Agreement, the Majority Holders) shall have the right, with the consent (agrees not to be unreasonably withheld or delayed) of exercise such power except upon the Borrower, to appoint a successor; provided that occurrence and during the existence and continuance of an Event of Default no such consent specified in subsection 8(f) of the Borrower shall be requiredRevolving Credit Agreement. If no successor shall have been so appointed Without limiting the generality of the foregoing, at any time when an Event of Default specified in subsection 8(f) of the Revolving Credit Agreement has occurred and is continuing (in each case to the extent permitted by applicable law), subject to subsection 3.2, (x) the Required Lenders or Pledgor hereby gives the Majority Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Revolving Credit Collateral Agent gives notice of its resignation, then the retiring Collateral Agent maypower and right, on behalf of the LendersPledgor, appoint a successor without notice or assent by the Pledgor, to execute, in connection with any sale provided for in subsection 6.3, any indorsements, assessments or other instruments of conveyance or transfer with respect to the Pledged Collateral. (b) The reasonable expenses of the Revolving Credit Collateral Agent incurred in connection with actions undertaken as provided in this subsection 7.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due ABR Loans, from the date of payment by the Revolving Credit Collateral Agent to the date reimbursed by the Pledgor, shall be a bank payable by the Pledgor to the Revolving Credit Collateral Agent on demand. (c) The Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an office in New York, New York, or an Affiliate of any such bank. Upon interest and are irrevocable as to the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral AgentPledgor until this Agreement is terminated, and the retiring security interests in the Pledged Collateral Agent shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financings statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests Pledgor created hereunder, whereupon such retiring Collateral Agent shall be discharged from its duties and obligationshereby are released.