Common use of Appointment and Powers of Collateral Agent Clause in Contracts

Appointment and Powers of Collateral Agent. The Maker hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker or in the Collateral Agent’s own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Maker, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Maker’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein, in order to effect the intent of this Security Agreement, all no less fully and effectively as the Maker might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Maker, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (ii) to the extent that the Maker’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Maker’s name such financing statements and amendments thereto and continuation statements which may require the Maker’s signature.

Appointment and Powers of Collateral Agent. The Maker 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 attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker such Grantor or in the Collateral Agent’s own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of any Grantor, without notice to, or assent by, such Grantor, to do the Makerfollowing: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Makersuch Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein, in order to effect the intent of this Security Agreement, all no less fully and effectively as the Maker such Grantor might do, including, without limitation, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Makersuch Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) to the extent that the Makersuch Grantor’s authorization given in Section §3 is not sufficient, to file such financing statements with respect hereto, with or without the Makersuch Grantor’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Makersuch Grantor’s name such financing statements and amendments thereto and continuation statements which may require the Makersuch Grantor’s signature.

Appointment and Powers of Collateral Agent. The Maker Grantors hereby irrevocably constitutes constitute and appoints appoint the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of the Maker Grantors or in the Collateral Agent’s own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys attorney the power and right, on behalf of the MakerGrantors, without notice to or assent by the Grantors, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Collateral Agent were the absolute owner owners thereof for all purposes, and to do, do at the Maker’s Grantors’ expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein, in order to effect the intent of this Security Agreement, all no less as fully and effectively as the Maker Grantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the MakerGrantors, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, elects with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) to the extent that the Maker’s Grantors’ authorization given in Section §3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s Grantor’ signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the MakerGrantor’s name such financing statements and amendments thereto and continuation statements which may require the MakerGrantor’s signature.

Appointment and Powers of Collateral Agent. The Maker 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 attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker such Grantor or in the Collateral Agent’s 's own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the Makerfollowing: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Maker’s such Grantor's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein, in order to effect the intent of this Security Agreement, all no less fully and effectively as the Maker such Grantor might do, including, without limitation, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Makersuch Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) to the extent that the Makersuch Grantor’s authorization given in Section §3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s such Grantor 's signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Maker’s such Grantor 's name such financing statements and amendments thereto and continuation statements which may require the Maker’s such Grantor 's signature.

Appointment and Powers of Collateral Agent. The Maker Each Company hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker such Company or in the Collateral Agent’s 's own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, and hereby gives said attorneys the power and right, on behalf of such Company, without notice to or assent by such Company, to do the Makerfollowing: (a) solely upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Maker’s such Company's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein, in order to effect the intent of this Security Agreement, all no less fully and effectively as the Maker such Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Maker, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) including the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) to the extent that the Maker’s any Company's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Maker’s such Company's name such financing statements and amendments thereto and continuation statements which may require the Maker’s such Company's signature.

Appointment and Powers of Collateral Agent. The Maker 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 attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker such Grantor or in the Collateral Agent’s 's own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, upon the Makeroccurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent compliance with the Uniform Commercial Code of the State UCC and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, do at the Maker’s such Grantor's expense, at any time, or from time to time, (i) after the occurrence and during the continuance of an Event of Default, all acts and things which the Collateral Agent reasonably deems necessary or useful to protect, preserve or realize upon the Collateral, and (ii) at any time all acts and things which the Collateral Agent reasonably deems necessary to maintain the perfection and priority of the Collateral Agent’s 's security interest thereinin the Collateral, in each case, in order to effect the intent of this Security Agreement, all no less as fully and effectively as the Maker such Grantor might do, including, without limitation, (ix) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processesprocesses that are included within the Collateral, (iiy) upon written notice to the Makersuch Grantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iiiz) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (ii) to . This power of attorney is a power coupled with an interest and shall terminate upon the extent that the Maker’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s signature, or a photocopy termination of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and pursuant to execute in the Maker’s name such financing statements and amendments thereto and continuation statements which may require the Maker’s signatureSection 22.

Appointment and Powers of Collateral Agent. The Maker Grantors hereby irrevocably constitutes constitute and appoints appoint the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of the Maker Grantors or in the Collateral Agent’s 's own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys attorney the power and right, on behalf of the MakerGrantors, without notice to or assent by the Grantors, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, do at the Maker’s Grantors' expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein, in order to effect the intent of this Security Agreement, all no less as fully and effectively as the Maker Grantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the MakerGrantors, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) to the extent that the Maker’s Grantors' authorization given in Section 3 ss.2 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s Grantor' signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Maker’s Grantor's name such financing statements and amendments thereto and continuation statements which may require the Maker’s Grantor's signature.

Appointment and Powers of Collateral Agent. The Maker Debtor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of the Maker Debtor or in the Collateral Agent’s own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Debtor, without notice to or assent by Debtor, to do the Makerfollowing: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the MakerDebtor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein, in order to effect the intent of this Security Agreement, all no less at least as fully and effectively as the Maker Debtor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the MakerDebtor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and; (iib) to the extent that the MakerDebtor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the MakerDebtor’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the MakerDebtor’s name such financing statements and amendments thereto and continuation statements which may require the MakerDebtor’s signature; and (c) to file for record, at Borrower’s cost and expense and in Borrower’s name, any notices that Collateral Agent considers necessary or desirable to protect the Collateral.

Appointment and Powers of Collateral Agent. The Maker Company hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker Company or in the Collateral Agent’s 's own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: take (i) upon the occurrence and during the continuance of while an Event of Default to take shall have occurred and be continuing) any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the MakerCompany, without notice to or assent by the Company, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Maker’s Company's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein, in order to effect the intent of this Security Agreement, all no less fully and effectively as the Maker Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state state, or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Maker, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any the Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) regardless of whether or not an Event of Default has occurred and is continuing, to the extent that the Maker’s Company's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s Company's signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Maker’s Company's name such financing statements and amendments thereto and continuation statements which may require the Maker’s Company's signature.

Appointment and Powers of Collateral Agent. The Maker Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker each Grantor or in the Collateral Agent’s 's own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of each Grantor, without notice to or assent by any Grantor, to do the Makerfollowing: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of NYUCC or the State PPSA, as applicable, and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, do at the Maker’s Grantors' expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest Security Interest therein, in order to effect the intent of this Security Agreement, all no less as fully and effectively as the Maker Grantors might do, including, without limitation, : (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, ; (iiiii) upon written notice to the Makereach Grantor, the exercise of exercising voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities securities; and (iiiiv) the executionexecuting, delivery delivering and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) to the extent that the Maker’s each Grantor's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s such Grantor's signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Maker’s each Grantor's name such financing statements and amendments thereto and continuation statements which may require the Maker’s each Grantor's signature.

Appointment and Powers of Collateral Agent. The Maker Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, upon the occurrence and during the continuance of an Event of Default, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker Grantor or in the Collateral Agent’s own name, for the purpose of carrying out the terms of this Security AgreementArticle VII, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Security Agreement Article VII and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the MakerGrantor, without notice to or assent by the Grantor, upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent compliance with the Uniform Commercial Code of the State UCC and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, do at the MakerGrantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent reasonably deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein, therein in order to effect the intent of this Security AgreementArticle VII, all no less as fully and effectively as the Maker Grantor might do, including, without limitation, (ix) in the filing name of Grantor or its own name, or otherwise, take possession of and prosecuting endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of registration and transfer applications with the appropriate federal, state or local agencies or authorities moneys due with respect to trademarks, copyrights any Collateral and patentable inventions 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 processes, (ii) upon written notice to the Maker, the exercise of voting rights all such moneys due with respect to voting securities, which rights may be exercised, if the any Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iiiy) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (ii) . This power of attorney is a power coupled with an interest and shall terminate upon the satisfaction and discharge of the Indenture pursuant to the extent that the Maker’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Maker’s name such financing statements and amendments thereto and continuation statements which may require the Maker’s signature8.01(a).

Appointment and Powers of Collateral Agent. The Maker Each Company hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker such Company or in the Collateral Agent’s 's own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Company, without notice to or assent by such Company, to do the Makerfollowing: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or other relevant jurisdiction and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Maker’s such Company's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein, in order to effect the intent of this Security Agreement, all no less fully and effectively as the Maker such Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Makersuch Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) whether or not an Event of Default shall have occurred and be continuing, to the extent that the Maker’s such Company's authorization given in Section 'SS' 3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s such Company's signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Maker’s such Company's name such financing statements and amendments thereto and continuation statements which may require the Maker’s such Company's signature.

Appointment and Powers of Collateral Agent. The Maker Each Obligor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker each such Obligor or in the Collateral Agent’s 's own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Obligor, without notice to or assent by any such Obligor, to do the Makerfollowing: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Maker’s Obligors' expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein, in order to effect the intent of this Security Agreement, all no less fully and effectively as the Maker such Obligor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Makersuch Obligor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) to the extent that the Maker’s such Obligor's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s such Obligor's signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Maker’s such Obligor's name such financing statements and amendments thereto and continuation statements which may require the Maker’s signaturesignature of such Obligor.

Appointment and Powers of Collateral Agent. The Maker Each Obligor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker each such Obligor or in the Collateral Agent’s own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Obligor, without notice to or assent by any such Obligor, to do the Makerfollowing: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Maker’s Obligors’ expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein, in order to effect the intent of this Security Agreement, all no less fully and effectively as the Maker such Obligor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Makersuch Obligor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) to the extent that the Makersuch Obligor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Makersuch Obligor’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Makersuch Obligor’s name such financing statements and amendments thereto and continuation statements which may require the Maker’s signaturesignature of such Obligor.

Appointment and Powers of Collateral Agent. The Maker Each Company hereby ------------------------------------------ irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-attorneys - in- fact with full irrevocable power and authority in the place and stead of the Maker such Company or in the Collateral Agent’s 's own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Company, without notice to or assent by such Company, to do the Makerfollowing: (a) upon the occurrence and during the continuance of an Event of Default under (and as defined in) the Note Purchase Agreement or the Credit Agreement, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State of New York and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, do at the Maker’s such Company's expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein, in order to effect the intent of this Security Agreement, all no less as fully and effectively as the Maker such Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Maker, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) to the extent that the Maker’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s such Company's signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Maker’s such Company's name such financing statements and amendments thereto and continuation statements which may require the Maker’s such Company's signature.

Appointment and Powers of Collateral Agent. The Maker Each Obligor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Maker such Obligor or in the Collateral Agent’s 's own name, for the purpose of carrying out the terms of this Security Agreement, to do the following: (i) upon the occurrence and during the continuance of an Event of Default to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Obligor, without notice to or assent by the Makersuch Obligor, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Maker’s Obligors' expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Collateral Agent’s 's security interest therein, in order to effect the intent of this Security Agreement, all no less fully and effectively as the Maker such Obligor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Makersuch Obligor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (iib) to the extent that the Maker’s authorization any of such Obligor's authorizations given in Section 3 ss.3 is not sufficient, to file such financing statements with respect hereto, with or without the Maker’s such Obligor's signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate and to execute in the Maker’s such Obligor's name such financing statements and amendments thereto and continuation statements which may require the Maker’s such Obligor's signature.