Common use of Authorization for Agent to Take Certain Action Clause in Contracts

Authorization for Agent to Take Certain Action. (a) Each Grantor irrevocably authorizes the Agent at any time and from time to time in the sole discretion of the Agent and appoints the Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Agent Control over such Pledged Collateral, (v) to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Section 7.3, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that are Permitted Encumbrances), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Agent or the Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Loan Agreement.

Authorization for Agent to Take Certain Action. (a) Each Grantor irrevocably authorizes the Agent or its designee at any time and from time to time in the sole discretion of the Agent and appoints the Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements statements, amendments and continuations necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (ii) after the occurrence and during the continuance of an Event of Default, to endorse indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (iv) after the occurrence and during the continuance of an Event of Default, to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral and which are Securities or other Investment Property or with securities financial intermediaries holding Pledged Collateral Securities or other Investment Property as may be necessary or advisable to give the Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) after the occurrence and during the continuance of an Event of Default, to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Section 7.3ARTICLE VII, (vi) after the occurrence and during the continuance of an Event of Default, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that as are Permitted Encumbrancesspecifically permitted under the Credit Agreement), (vii) after the occurrence and during the continuance of an Event of Default, to contact Account Debtors for take possession of and indorse and collect any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Agent or the Grantor and to endorse any and all checks, drafts, and notes, acceptances or other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies moneys due with respect to the collection of the Receivables any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any and all such moneys due with respect to any Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xviviii) after the occurrence and during the continuance of an Event of Default, to do direct any party liable for any payment under any of the Collateral to make payment of any and all other acts and things necessary moneys due or to carry out this Security Agreement; and such Grantor become due thereunder directly to Agent or as Agent shall direct. Xxxxxxx agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection with any of the foregoing; actions taken by Agent pursuant to clauses (i) through (viii) above, provided that, that this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Loan Credit Agreement. THE POWER OF ATTORNEY GRANTED XXXXXX IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE RELEASE DATE.

Authorization for Agent to Take Certain Action. (a) Each Subject to any Approved Intercreditor Agreement, if applicable, each Grantor irrevocably authorizes the Agent or its designee at any time and from time to time in the sole discretion of the Agent and appoints the Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements statements, amendments and continuations necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (ii) after the occurrence and during the continuance of an Event of Default, to endorse indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (iv) after the occurrence and during the continuance of an Event of Default, to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral and which are Securities or other Investment Property or with securities financial intermediaries holding Pledged Collateral Securities or other Investment Property as may be necessary or advisable to give the Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) after the occurrence and during the continuance of an Event of Default, to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Section 7.3Article VII, (vi) after the occurrence and during the continuance of an Event of Default, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that as are Permitted Encumbrancesspecifically permitted under the Credit Agreement), (vii) after the occurrence and during the continuance of an Event of Default, to contact Account Debtors for take possession of and indorse and collect any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Agent or the Grantor and to endorse any and all checks, drafts, and notes, acceptances or other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies moneys due with respect to the collection of the Receivables any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any and all such moneys due with respect to any Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xviviii) after the occurrence and during the continuance of an Event of Default, to do direct any party liable for any payment under any of the Collateral to make payment of any and all other acts and things necessary moneys due or to carry out this Security Agreement; and such become due thereunder directly to Agent or as Agent shall direct. Grantor agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection with any of the foregoing; actions taken by Agent pursuant to clauses (i) through (viii) above, provided that, that this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Loan Credit Agreement. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until payment in full in cash of the Obligations.

Authorization for Agent to Take Certain Action. (a) Each Grantor irrevocably authorizes the Agent at any time and from time to time in the sole discretion of the Agent and appoints the Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements statements, amendments and continuations necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (ii) when an Event of Default exists, to endorse indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Pledge Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral and which are Securities or other Investment Property or with securities financial intermediaries holding Pledged Collateral Securities or other Investment Property as may be necessary or advisable to give the Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Section 7.3Article 7, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that as are Permitted Encumbrancesspecifically permitted hereunder), (vii) after the occurrence and during the continuance of an Event of Default, to contact Account Debtors for take possession of and indorse and collect any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Agent or the Grantor and to endorse any and all checks, drafts, and notes, acceptances or other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies moneys due with respect to the collection of the Receivables any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any and all such moneys due with respect to any Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xviviii) after the occurrence and during the continuance of an Event of Default, to do direct any party liable for any payment under any of the Collateral to make payment of any and all other acts and things necessary moneys due or to carry out this Security Agreement; and such become due thereunder directly to Agent or as Agent shall direct. Grantor agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection with any of the foregoing; actions taken by Agent pursuant to clauses (i) through (viii) above, provided that, that this authorization shall not relieve such any Grantor of any of its obligations under this Security Pledge Agreement or under the Loan Credit Agreement. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until payment in full of the Obligations.

Authorization for Agent to Take Certain Action. (a) Each Grantor irrevocably authorizes the Agent at any time and from time to time in the sole discretion of the Agent and appoints the Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Agent Control over such Pledged Collateral, (v) to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Section 7.3, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that are Permitted Encumbrances), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Agent or the Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or xxxx bxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Loan Agreement.

Authorization for Agent to Take Certain Action. (a) Each Grantor The Borrower and each Credit Party irrevocably authorizes the Agent at any time and from time to time in the sole reasonable discretion of the Agent and appoints the Agent as its attorney in fact (i) to execute on behalf of such Grantor the Borrower and each Credit Party as debtor and to file financing statements necessary or desirable in the Agent’s sole 's reasonable discretion to perfect and to maintain the perfection and priority of the Agent’s 's security interest in the Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement (or any portion thereof) or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent’s 's security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) to enforce payment of the Receivables in the name of the Agent or the Borrower or any other Credit Party, (vi) to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Section 7.3, herein and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that as are Permitted Encumbrancesspecifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of and the Receivables in the name of the Agent or the Grantor Borrower and to endorse any and all checks, drafts, and each other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor Credit Party agrees to reimburse the Agent on upon written demand (together with reasonable documentation supporting such reimbursement request) for any payment made or any expense incurred by the Agent in connection with any of the foregoing; therewith, provided that, that this authorization shall not relieve such Grantor the Borrower and each other Credit Party of any of its obligations under this Security Agreement or under the Loan Agreement.

Authorization for Agent to Take Certain Action. (a) Each Subject to the Intercreditor Agreement, if applicable, each Grantor irrevocably authorizes the Agent or its designee at any time and from time to time in the sole discretion of the Agent and appoints the Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements statements, amendments and continuations necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (ii) after the occurrence and during the continuance of an Event of Default, to endorse indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral, (iv) after the occurrence and during the continuance of an Event of Default, to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral and which are Securities or other Investment Property or with securities financial intermediaries holding Pledged Collateral Securities or other Investment Property as may be necessary or advisable to give the Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) after the occurrence and during the continuance of an Event of Default, to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Section 7.3Article VII, (vi) after the occurrence and during the continuance of an Event of Default, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that as are Permitted Encumbrancesspecifically permitted under the Credit Agreement), (vii) after the occurrence and during the continuance of an Event of Default, to contact Account Debtors for take possession of and indorse and collect any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Agent or the Grantor and to endorse any and all checks, drafts, and notes, acceptances or other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies moneys due with respect to the collection of the Receivables any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any and all such moneys due with respect to any Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xviviii) after the occurrence and during the continuance of an Event of Default, to do direct any party liable for any payment under any of the Collateral to make payment of any and all other acts and things necessary moneys due or to carry out this Security Agreement; and such become due thereunder directly to Agent or as Agent shall direct. Grantor agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection with any of the foregoing; actions taken by Agent pursuant to clauses (i) through (viii) above, provided that, that this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Loan Credit Agreement. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until payment in full in cash of the Obligations.

Authorization for Agent to Take Certain Action. (a) Each Grantor irrevocably authorizes the Agent at any time and from time to time in the sole discretion of the Agent and appoints the Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements statements, amendments and continuations necessary or desirable in the Agent’s 's sole discretion to perfect and to maintain the perfection and priority of the Agent’s 's security interest in the Collateral, (ii) to endorse indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Pledge Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent’s 's security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that as are Permitted Encumbrancesspecifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Agent or the Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection with any of the foregoing; therewith, provided that, that this authorization shall not relieve such any Grantor of any of its obligations under this Security Pledge Agreement or under the Loan Credit Agreement.

Authorization for Agent to Take Certain Action. Each Grantor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Grantor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section 7.2. Agent, or Agent’s designee, may, without notice and in either its or a Grantor’s name, but at the cost and expense of Grantors: (a) Each Grantor irrevocably authorizes the Agent at any time and from time to time in the sole discretion of the Agent and appoints the Agent as its attorney in fact (i) to execute on behalf of such a Grantor as debtor and to file financing statements necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral; (b) with prompt notice to the applicable Grantor (unless an Event of Default shall have occurred and be outstanding in which case no notice shall be required), (ii) to endorse and collect a Grantor’s name on any cash Payment Item or other proceeds of the Collateral, Collateral (iiiincluding proceeds of insurance); (c) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent’s security interest in the Collateral; (d) with prompt notice to the applicable Grantor (unless an Event of Default shall have occurred and be outstanding in which case no notice shall be required), (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Agent Control over such Pledged Collateral, ; (ve) to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided in Section 7.3the Credit Agreement; (f) with prompt notice to the applicable Grantor (unless an Event of Default shall have occurred and be outstanding in which case no notice shall be required), (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens that are Permitted Encumbrancespermitted by the Credit Agreement); (g) with prompt notice to the applicable Grantor (unless an Event of Default shall have occurred and be outstanding in which case no notice shall be required), (vii) to contact Account Debtors for any reason, including without limitation to notify them of the assignment of their Accounts; (viiih) with prompt notice to the applicable Grantor (unless an Event of Default shall have occurred and be outstanding in which case no notice shall be required), use a Grantor’s stationary and sign a Grantor’s name on any Chattel Paper, Document, Instrument, invoice, xxxx of lading or other document or agreement relating to the Receivables or other Collateral, drafts against any Account Debtor of a Grantor, assignments and verifications of Receivables and notices to Account Debtors; (i) with prompt notice to the applicable Grantor (unless an Event of Default shall have occurred and be outstanding in which case no notice shall be required), prepare, file and sign a Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of a Grantor; (j) with prompt notice to the applicable Grantor (unless an Event of Default shall have occurred and be outstanding in which case no notice shall be required), prepare, file and sign a Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Collateral; (k) during an Event of Default, (i) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral, (ii) sell or assign any Receivable and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable, (iii) use information contained in any data processing, electronic or information systems relating to Collateral, (iv) make and adjust claims under insurance policies, (v) demand payment or enforce payment of the Receivables in the name of the Agent or the Grantor a Grantor, by legal proceedings or otherwise, and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) and generally exercise any rights and remedies with respect to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of ReceivablesAccounts, (xvi) to exercise all of such a Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xivii) to settle, adjust, modify, compromise, extend discharge or renew the Receivablesrelease any Receivables or other Collateral, (xiiviii) to settle, adjust adjust, modify, compromise, discharge or compromise release any legal proceedings brought to collect Receivables, Receivables or other Collateral and (xiiiix) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such a Grantor to such address as the Agent may designate and to receive, open and dispose of all mail addressed to such a Grantor, ; and (xvil) to do all other acts and things necessary to carry out this Security Agreement; and such each Grantor agrees to reimburse the Agent on demand for any payment made or any expense incurred by the Agent in connection with any of the foregoing; provided that, that (i) this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Loan Credit Agreement and (ii) the Agent shall exercise the foregoing rights in accordance with the Intercreditor Agreement, if effective. All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Agent, for the benefit of the Secured Parties, under this Section 7.2 are solely to protect the Agent’s interests in the Collateral and shall not be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent, 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. The Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.