of all rights hereunder. The rights and remedies granted hereby to Administrative Agent and, as applicable, the other Buyer Entities in the Buyer Group are in addition to any rights and remedies under the Governing Agreements and any other DIP Warehouse Facility Agreement. Without limiting the generality of the foregoing, as between the Sellers, on the one hand, and the Buyer Entities in the Buyer Group, on the other hand, nothing herein shall be construed as a requirement that Administrative Agent or any other Buyer Entity in the Buyer Group cause Margin held on account of a particular Obligation to be attributed (in whole or in part) to any other Obligation in determining whether or not Administrative Agent or other Buyer Entity is entitled to make a demand or call upon any Seller for additional securities, monies or other property under any such other Obligation to the extent such requirement does not otherwise expressly exist pursuant to the terms of the applicable Governing Agreement or any other DIP Warehouse Facility Agreement.
Section 7. Appointment as Attorney in Fact. Each Seller hereby covenants that with respect to Margin and the delivery of Margin (a) it shall take such action as is reasonably necessary to cooperate with the Administrative Agent to perfect or preserve its security interest, legal or equitable charge or other mortgage or assignment in the Margin; and (b) on request, each Seller will ratify and confirm any deed, document, act and thing and all transactions that any such attorney-in-fact or agent may do which falls under the scope of this power of attorney. Without limiting the foregoing and in addition to any rights granted to each Buyer Entity in the Buyer Group under the applicable Governing Agreements and any other applicable DIP Warehouse Facility Agreement, each Seller hereby appoints Administrative Agent as such Seller’s agent and attorney in fact to file any financing statements in such Seller’s name and to perform all other acts which any Buyer Entity in the Buyer Group deems appropriate in connection with the provisions of this Agreement. This agency and power of attorney is coupled with an interest and is irrevocable without Administrative Agent’s consent on behalf of each Buyer Entity in the Buyer Group.
Section 8. Recoupment. The rights of each Buyer Entity in the Buyer Group contained herein are in addition to any and all recoupment rights that each Buyer Entity may have at law or in equity against any Seller.
Section 9. Assignment; Modification. This Agreement may not be amended or modified except in a written instrument executed by each of the parties hereto. The rights and obligations of the parties under this Agreement may not be assigned without the prior written consent of the other parties to this Agreement and any purported assignment without such consent shall be null and void; provided that, for so long as an Event of Default under any Governing Agreement is continuing, any Buyer Entity in the Buyer Group may assign its rights hereunder without the prior written consent of the Sellers; provided, further, that any permitted assignee of a Buyer Entity in the Buyer Group shall be subject to and in accordance with the Administration Agreement, and shall be a Buyer Entity hereunder. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns and shall inure to the benefit of the Buyer Entities in the Buyer Group and their respective successors, endorsees, permitted transferees and permitted assigns, until all the Obligations shall have been satisfied by payment in full in cash, all the commitments under the Governing Agreements shall have terminated or expired and the Master Refinancing Agreement shall terminated in accordance with Article 11 thereof.
2014057.06-NYCSR07A - MSW