Common use of Secured Party Appointed Attorney-in-Fact Clause in Contracts

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Grantor Pledgor hereby constitutes and appoints Secured Party during the term of any of the Secured Party as its attorney-Obligations, upon the occurrence and during the continuance of an Event of Default, the attorney- in-factfact of Pledgor which appointment is irrevocable and shall be an agency coupled with an interest. This power of attorney is for the purpose, upon the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument which Secured Party may deem necessary or advisable to accomplish the purposes hereof. Without limiting the generality of the foregoing, Secured Party shall have the right, after the occurrence of an Event of Default, with full authority power of substitution either in the place and stead of such Grantor and Secured Party's name or in the name of such Grantor Pledgor, to ask for, demand, sue for, collect, receive, receipt and give acquittance for any and all moneys due or otherwiseto become due under and by virtue of any Pledged Collateral, from time to time in the Secured Party’s discretion to take any action endorse checks, drafts, orders and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or other instruments for the purpose payment of perfectingmoney payable to Pledgor, confirming, continuing, enforcing representing any interest or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) dividend or other documents; (b) receive and collect all instruments made distribution payable to any Grantor representing any payments in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (c) demand, collect, receipt for, to settle, compromise, adjust, sxx for, forecloseprosecute, or realize on defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the Collateral same; provided, however, that nothing herein contained shall be construed as and when the requiring or obligating Secured Party may determineto make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the no action taken by Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral omitted to make payments directly be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Pledgor or to any claim or action against Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such each Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation continuing statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any a Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; and (c) demand, collect, receipt for, settle, compromise, adjust, sxx xxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees The Grantors agree that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby constitutes and appoints the Secured Party as its the attorney-in-fact, fact of Grantor with full authority in the place and stead power of such Grantor and in the name of such Grantor or otherwise, from time to time substitution either in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement name or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, name of Grantor to do any of the following: (a) file one to perform any obligation of Grantor hereunder in Grantor’s name or more otherwise; (b) to ask for, demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, filings with applications for registration or like papers to perfect, preserve or release the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documentsSecured Party’s security interest in the Collateral; (bd) receive to issue entitlement orders, instructions and collect all other orders to any bank in connection with any of the Collateral held by or maintained with such bank; (e) to verify facts concerning the Collateral in such Grantor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments made for the payment of money payable to any Grantor such Grantor, representing any payments payment in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (cg) demandto exercise all rights, collectpowers and remedies which Grantor would have, receipt forbut for this Agreement, settle, compromise, adjust, sxx for, foreclose, or realize on with respect to any of the Collateral as Collateral; and when (h) to carry out the provisions of this Agreement and to take any action and execute any instrument which the Secured Party may determinedeem necessary or advisable to accomplish the purposes hereof, and (d) to do all acts and things and execute and complete all documents in the name of one Grantor or more Grantor such documents otherwise, deemed by the Secured Party as necessary, proper and forms convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, that the Pledgee shall only exercise its rights under clauses (a), (b), (d), (e) and (g) while an Event of Default exists. Nothing herein contained shall be construed as may be necessary requiring or obligating the Secured Party, the Issuing Bank or any Lender to transfer make any domain names commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and related content to no action taken by the Secured Party or its designeeomitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, including without limitation, completing and submitting online forms counterclaim or offset in the name favor of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on or to any Collateral to make payments directly to claim or action against the Secured Party. The foregoing power of attorney granted herein is a power irrevocable and coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powersinterest.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such each Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation continuing statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any a Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; and (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees The Grantors agree that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby constitutes and appoints the Secured Party as its the attorney-in-fact, with full authority in the place and stead fact of such Grantor and with full power of substitution either in Secured Party’s name or in the name of such Grantor or otherwise, from time to time in do any of the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to following: (a) file one to perform any obligation of such Grantor hereunder in such Grantor’s name or more otherwise; (b) to ask for, demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, filings with applications for registration or like papers to perfect, preserve or release Secured Party’s security interest in the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documentsCollateral; (bd) receive to issue Entitlement Orders, instructions and collect all other orders to any bank or Securities Intermediary in connection with any of the Collateral held by or maintained with such bank or Securities Intermediary; (e) to verify facts concerning the Collateral in such Grantor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments made for the payment of money payable to any Grantor such Grantor, representing any payments payment in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (cg) demandto exercise all rights, collectpowers and remedies which such Grantor would have, receipt forbut for this Agreement, settle, compromise, adjust, sxx for, foreclose, or realize on with respect to any of the Collateral as Collateral; and when (h) to carry out the provisions of this Agreement and to take any action and execute any instrument which Secured Party may determinedeem necessary or advisable to accomplish the purposes hereof, and (d) to do all acts and things and execute and complete all documents in the name of one such Grantor or more Grantor otherwise, deemed by Secured Party as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, however, Secured Party may only exercise its rights described in the immediately preceding clauses (a), (b), (d), (f) and (g) if an Event of Default exists; provided, further, that Secured Party will give notice to Borrower as soon as reasonably possible upon its exercise of its rights under the immediately preceding clauses (a) through (h), except (1) any such documents notice regarding the exercise of rights under the immediately preceding clauses (a), (b), (d), (f) or (g) shall be given if and forms as may be necessary to transfer any domain names and related content to the extent required by applicable Law and (2) in no event will the failure to give such have any effect on the validity of the exercise of any such right or give rise to liability on the part of any Credit Party. Nothing herein contained shall be construed as requiring or obligating any Credit Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral omitted to make payments directly be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against Secured Party. The foregoing power of attorney granted herein is a power irrevocable and coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powersinterest.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, ; and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such each Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuingcontinuing , enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation continuing statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any a Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; and (c) demand, collect, receipt for, settle, compromise, adjust, sxx xxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees The Grantors agree that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Upon the occurrence and during the continuance of an Event of Default, each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Secured Party’s 's discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx xxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s 's interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx xxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, ; and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from at such time to time in the Secured Party’s discretion as an Event of Default has occurred and is continuing, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement Agreement, including: to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Collateral of Grantor; to file any claims or take any action or institute any proceedings which Secured Party may reasonably deem necessary for the purpose collection of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any Grantor representing any payments in respect of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; to repair, alter, or supply goods, if any, reasonably necessary to fulfill in whole or in part thereof the purchase order of any Person obligated to Grantor in respect of any Account of Grantor; to use any Intellectual Property, including but not limited to any labels, Patents, Trademarks, domain names, industrial designs, Copyrights, and advertising matter, in advertising for sale and selling Inventory and other Collateral and to give full discharge for the samecollect any amounts due under Accounts, contracts or Negotiable Collateral of Grantor; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determineshall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Intellectual Property Licenses and, if Secured Party or its designeeshall commence any such suit, including without limitationthe Grantor shall, completing at the reasonable request of Secured Party, do any and submitting online forms all lawful acts and execute any and all proper documents reasonably required by Secured Party in the name aid of each Grantor and taking all actions necessary in connection therewithsuch enforcement. To facilitate collectionthe extent permitted by law, the Secured Party may notify account debtors and obligors on any Collateral Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to make payments directly to the Secured Partybe done by virtue hereof. The foregoing This power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powersthis Agreement is terminated.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any a Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each a Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each The Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any Grantor Guarantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such each Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any a Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor Grantors such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each a Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees The Grantors agree that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each As additional security for the Obligations, Grantor hereby irrevocably appoints Administrative Agent for the benefit of Secured Party as its Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor Grantor, and in the name of such Grantor Grantor, or otherwise, from time to time time, in the Secured Party’s sole and absolute discretion to do any of the following acts or things: (a) to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Pledged Collateral; (b) if Grantor fails to take any action within ten days after request, to do any and every act which Grantor is obligated to execute do under this Agreement; (c) to prepare, sign, file and record, in Grantor’s name, any instrument which financing statement covering the Pledged Collateral; and (d) to endorse and transfer the Pledged Collateral upon foreclosure by Secured Party; provided, however, that Administrative Agent shall be under no obligation whatsoever to take any of the foregoing actions, and neither Administrative Agent nor any Secured Party may reasonably deem necessary shall have any liability or responsibility for any act (other than Administrative Agent’s or any Secured Party’s own gross negligence or willful misconduct) or omission taken with respect thereto. Grantor hereby agrees to accomplish the purposes of repay immediately upon demand all reasonable costs and expenses incurred or expended by Secured Party in exercising any right or taking any action under this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, those incurred or expended to (a) file one or more financing statementscomply with Gaming Laws, continuation statements, filings together with interest from the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any Grantor representing any payments in respect of date which is two Business Days following such demand thereof at the Collateral or any part thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewithDefault Rate. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers11.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby constitutes and appoints the Secured Party as its the attorney-in-fact, with full authority in the place and stead fact of such Grantor and with full power of substitution either in the Secured Party’s name or in the name of such Grantor or otherwise, from time to time in do any of the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to following: (a) file one to perform any obligation of such Grantor hereunder in such Grantor’s name or more otherwise; (b) to ask for, demand, sxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, filings with applications for registration or like papers to perfect, preserve or release the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documentsSecured Party’s security interest in the Collateral; (bd) receive to issue Entitlement Orders, instructions and collect all other orders to any bank or Securities Intermediary in connection with any of the Collateral held by or maintained with such bank or Securities Intermediary; (e) to verify facts concerning the Collateral in such Grantor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments made for the payment of money payable to any Grantor such Grantor, representing any payments payment in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (cg) demandto exercise all rights, collectpowers and remedies which such Grantor would have, receipt forbut for this Agreement, settle, compromise, adjust, sxx for, foreclose, or realize on with respect to any of the Collateral as Collateral; and when (h) to carry out the provisions of this Agreement and to take any action and execute any instrument which the Secured Party may determinedeem necessary or advisable to accomplish the purposes hereof, and (d) to do all acts and things and execute and complete all documents in the name of one such Grantor or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to otherwise, deemed by the Secured Party or its designeeas necessary, including without limitation, completing proper and submitting online forms in the name of each Grantor and taking all actions necessary convenient in connection therewith. To facilitate collectionwith the preservation, perfection or enforcement of its rights hereunder; provided, however, the Secured Party may notify account debtors only exercise its rights described in the immediately preceding clauses (a), (b), (d) and obligors (g) if an Event of Default exists; provided, further, that the Secured Party will give notice to the Borrower as soon as reasonably possible upon its exercise of its rights under the immediately preceding clauses (a) through (h), except (1) any such notice regarding the exercise of rights under the immediately preceding clauses (a), (b), (d) or (g) shall be given if and to the extent required by Applicable Law and (2) in no event will the failure to give such have any effect on the validity of the exercise of any Collateral such right or give rise to liability on the part of the Secured Party or any Lender. Nothing herein contained shall be construed as requiring or obligating the Secured Party or any Lender to make payments directly any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Secured Party or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Secured Party. The foregoing power of attorney granted herein is a power irrevocable and coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powersinterest.

Secured Party Appointed Attorney-in-Fact. Each As additional security for the Obligations, Grantor hereby irrevocably appoints Administrative Agent for the benefit of Secured Party as its Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor Grantor, and in the name of such Grantor Grantor, or otherwise, from time to time time, in the Secured Party’s sole and absolute discretion to do any of the following acts or things: (a) to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Pledged Collateral; (b) if Grantor fails to take any action within ten days after request, to do any and every act which Grantor is obligated to execute do under this Agreement; (c) to prepare, sign, file and record, in Grantor’s name, any instrument which financing statement covering the Pledged Collateral; and (d) to endorse and transfer the Pledged Collateral upon foreclosure by Secured Party; provided, however, that Administrative Agent shall be under no obligation whatsoever to take any of the foregoing actions, and neither Administrative Agent nor any Secured Party may reasonably deem necessary shall have any liability or responsibility for any act (other than Administrative Agent’s or any Secured Party’s own gross negligence or willful misconduct) or omission taken with respect thereto. Grantor hereby agrees to accomplish the purposes of repay immediately upon demand all reasonable costs and expenses incurred or expended by Secured Party in exercising any right or taking any action under this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, those incurred or expended to (a) file one or more financing statementscomply with Gaming Laws, continuation statements, filings together with interest from the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any Grantor representing any payments in respect of date which is two Business Days following such demand thereof at the Collateral or any part thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powersDefault Rate.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to any Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx xxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such each Grantor or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this Agreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (a) file one or more financing statements, continuation continuing statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documentsdocuments such as those that may be required to comply with the Food Security Act of 1985 and any similar state law; (b) receive and collect all instruments made payable to any a Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the same; and (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (d) to execute and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees The Grantors agree that the powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Administrative Agent for the benefit of Secured Party as its such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor Grantor, and in the name of such Grantor Grantor, or otherwise, from time to time time, in the Secured Party’s sole and absolute discretion to take do any action of the following acts or things: (a) to do all acts and things and to execute any instrument which all documents necessary or advisable to perfect and continue perfected the Secured Party may reasonably deem necessary to accomplish the purposes of security interests created by this Agreement or for and to preserve, maintain and protect the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Pledged Collateral, including, without limitation, to (a) file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive to do any and collect all instruments made payable every act which such Grantor is obligated to any Grantor representing any payments in respect of the Collateral or any part thereof and to give full discharge for the samedo under this Agreement; (c) demandto prepare, collectsign, receipt forfile and record, settlein such Grantor’s name, compromise, adjust, sxx for, foreclose, or realize on any financing statement covering the Collateral as and when the Secured Party may determine, Pledged Collateral; and (d) to execute endorse and complete in transfer the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Pledged Collateral to make payments directly to the upon foreclosure by Secured Party; provided, however, that Administrative Agent shall be under no obligation whatsoever to take any of the foregoing actions, and neither Administrative Agent nor any Lender shall have any liability or responsibility for any act (other than Administrative Agent’s or such Lender’s own gross negligence or willful misconduct) or omission taken with respect thereto. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in fullis irrevocable. Each Grantor hereby agrees that the powers conferred on the to repay immediately upon demand all reasonable costs and expenses incurred or expended by Secured Party hereunder are solely to protect the Secured Party’s interests in exercising any right or taking any action under this Agreement, together with interest as provided for in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powersCredit Agreement.

Secured Party Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Secured Party as its Grantor's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor Grantor, Secured Party or otherwise, from time to time in the Secured Party’s 's discretion to take any action and to execute any instrument which the that Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement Agreement, including without limitation: (a) to pay taxes or for the purpose of perfecting, confirming, continuing, enforcing liens levied upon or protecting the security interest in threatened against the Collateral, any such payments made by Secured Party to become obligations of Grantor to Secured Party, due and payable immediately without demand; and (b) upon the occurrence and during the continuance of a Major Default (as defined in the Restructuring Agreement): (i) to obtain and adjust insurance (including, without limitation, any claims thereunder) required to (a) file one be maintained by Grantor or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documentspaid to Secured Party herein; (bii) receive to demand and collect all instruments made payable give receipts for moneys due and to any Grantor representing any payments become due under or in respect of the Collateral; (iii) to receive any drafts or other instruments, documents and chattel paper in connection with clauses (i) and (ii) above; (iv) to file any claims or take any action that Secured Party may deem necessary or desirable for the collection of the Collateral or any part thereof and otherwise to give full discharge for enforce the samerights of Secured Party with respect to the Collateral; (cv) demandto sign and endorse any invoices, collectfreight or express bills, receipt forbills of lading, settlestorage or warehouse receipts, compromisedrafts against debtors, adjustassignments, sxx for, foreclose, verifications and notices in connection with Accounts and other documents relating to the Collateral; and (vi) to sell or realize on otherwise deal with the Collateral as and when the though Secured Party may determinewere the absolute owner thereof for all purposes, and (d) to execute do, at Secured Party's option and complete in the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Grantor's expense, all acts that Secured Party or its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions deems necessary in connection therewith. To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral to make payments directly to the Secured Party. The foregoing power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations are paid and performed in full. Each Grantor agrees that the powers conferred on the Secured Party hereunder are solely to protect the Collateral and Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers's security interest therein.