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

Authorization for Collateral Agent to Take Certain Action. Each Debtor irrevocably authorizes Collateral Agent at any time and from time to time in the sole discretion of Collateral Agent and appoints Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor as debtor and to file financing statements necessary or desirable in Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of Collateral 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 in such offices as Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Collateral 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 Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give Collateral Agent Control over such Securities or other Investment Property, (v) subject to the terms of Section 7.2, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by Collateral Agent to the Secured Obligations as provided in Article VII and (vii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted under the Credit Agreement), and such Debtor agrees to reimburse Collateral Agent on demand for any payment made or any expense incurred by Collateral Agent in connection therewith, provided that this authorization shall not relieve such Debtor of any of its obligations under this Security Agreement or under any Priority Lien Document.

Authorization for Collateral Agent to Take Certain Action. Each Debtor Pledgor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and irrevocably appoints the Collateral Agent as its attorney in fact fact, coupled with an interest, (ia) to execute on behalf of such Debtor Pledgor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Pledged Collateral, (iib) to endorse indorse and collect any cash proceeds Proceeds of the Pledged Collateral, (iiic) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Pledged 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 Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Pledged Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give Collateral Agent Control over such Securities or other Investment Property, (v) subject to the terms of Section 7.2, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vid) to apply the proceeds Proceeds of any Pledged Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and (viie) to discharge past due taxes, assessments, charges, fees or Liens on the Pledged Collateral (except for such Liens as are specifically permitted hereunder or under the Credit Agreementany other Transaction Document), and such Debtor Pledgor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Agent in connection therewith, provided that this authorization shall not relieve such Debtor Pledgor of any of its obligations under this Security Agreement or Agreement. The Collateral Agent agrees not to exercise the power of attorney granted under any Priority Lien Documentclauses (b), (d) and (e) of this Section 5.7 except after the occurrence and during the continuance of an Event of Default.

Authorization for Collateral Agent to Take Certain Action. Each Debtor Grantor irrevocably authorizes the Collateral Agent (a) at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral 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 Collateral Agent in its sole discretion deems may be necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, and (iviii) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Collateral owned by such Grantor and which are Securities or with financial intermediaries holding other Investment Property that is included in the Collateral as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment PropertyProperty included in the Collateral which are owned by such Grantor, (vb) subject to after the terms occurrence and during the continuance of Section 7.2an Event of Default, (i) to enforce payment of the Instruments, Accounts and Receivables included in the Collateral and owned by such Grantor in the name of the Collateral Agent or such DebtorGrantor and (ii) to sign any document which may be required by the relevant governmental agency of any State in order to effect an absolute assignment of all right, title and interest in each Tractor Trailer, and register the same and upon request by Collateral Agent and each Grantor agrees to execute and deliver any further power of attorney in respect thereof, and (c) from time to time during the continuance of an Event of Default in the sole discretion of the Collateral Agent, (vii) to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and (viiii) to discharge past due taxes, assessments, charges, fees or Liens on indorse and collect any cash proceeds of the Collateral (except for such Liens as are specifically permitted under the Credit Agreement), and such Debtor agrees to reimburse Collateral Agent on demand for any payment made or any expense incurred by Collateral Agent in connection therewith, provided that this authorization shall not relieve such Debtor of any of its obligations under this Security Agreement or under any Priority Lien DocumentCollateral.

Authorization for Collateral Agent to Take Certain Action. Each Debtor (a) The Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor the Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of Collateral Agent’s the Secured Parties’ 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 Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Collateral Agent’s the Secured Parties’ security interest in the Collateral, (iviii) 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 financial securities intermediaries holding other Investment Property Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment PropertyPledged Collateral, (v) subject to the terms of Section 7.2iv), to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by Collateral Agent to the Secured Obligations as provided in Article VII and (vii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral Collateral, (except for such Liens as are specifically permitted under v) to do all other acts and things necessary to carry out this Security Agreement; and the Credit Agreement), and such Debtor Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection therewithwith any of the foregoing; provided that, provided that this authorization shall not relieve such Debtor the Grantor of any of its obligations under this Security Agreement or under any Priority Lien DocumentAgreement.

Authorization for Collateral Agent to Take Certain Action. (a) Each Debtor Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of Collateral Agent as necessary and appropriate and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor as debtor and to file financing statements necessary or desirable in Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral 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 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 Collateral Agent in its sole discretion deems necessary or desirable and appropriate to perfect and to maintain the perfection and priority of the Collateral 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 Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give Collateral Agent Control over such Securities or other Investment Property, (v) subject to the terms of Section 7.2, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and Section 6.4, (viiv) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as that are specifically permitted under by the Credit AgreementIndenture), and such Debtor agrees (vi) to reimburse contact Account Debtors for any reason, (vii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (viii) to sign such Grantor’s name on demand any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (ix) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (x) to settle, adjust, compromise, extend or renew the Receivables, (xi) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xii) 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, (xiii) 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, (xiv) to change the address for any payment made or any expense incurred by delivery of mail addressed to such Grantor to such address as the Collateral Agent in connection therewithmay designate and to receive, open and dispose of all mail addressed to such Grantor, and (xv) to do all other acts and things reasonably necessary to carry out this Security Agreement; provided that that, this authorization shall not relieve such Debtor Grantor of any of its obligations Secured Obligations under this Security Agreement or under any Priority Lien Documentthe Indenture.

Authorization for Collateral Agent to Take Certain Action. Each Debtor Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor as debtor and to file financing statements or amendments necessary or desirable and that describe the Collateral in any manner (including, without limitation, as “all assets of the Debtor, whether now owned or hereafter acquired” or words of similar effect or with greater detail) as the Collateral Agent may determine in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral. Each Grantor further irrevocably authorizes the Collateral Agent at any time and from time to time (but, in the case of clauses (ii), (iv), (v) and (vii), solely during the existence of an Event of Default) in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent’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 Agreement or any financing statement with respect to the Collateral as 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 Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral 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 Collateral owned by such Grantor and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment Property, (v) subject to the terms of Section 7.25.1.5 and subject to compliance with applicable Cemetery Laws, to enforce payment of the Instruments, Accounts and Receivables in the name of the Collateral Agent or such DebtorGrantor, (vi) to apply distribute the proceeds of any Collateral received by the Collateral Agent to the Trustee to apply as payment for the Secured Obligations as provided in Article VII VIII, and (vii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted under the Credit AgreementPermitted Liens), and such Debtor each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable fee or expense incurred by the Collateral Agent in connection therewith, ; provided that the authorization and power granted to the Collateral Agent under this authorization Section 9.5 or any other provision of any Indenture Document or Other Second Priority Document shall not relieve such Debtor any Grantor of any of its obligations under this Security Agreement Agreement, the Indenture, any other Indenture Document or under any Other Second Priority Lien DocumentDocument and shall not impose any duty on the Collateral Agent to take any of the foregoing actions. For the avoidance of doubt, each Grantor agrees to file or cause the filing of financing statements and amendments thereto and any other document or instrument necessary to perfect or maintain the perfection of the Collateral Agent’s first priority security interest (subject, as to priority, to the First Priority Exceptions) in the Collateral of each Grantor in the appropriate filing offices.

Authorization for Collateral Agent to Take Certain Action. (a) Each Debtor Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral 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 in such offices as the Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral 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 with financial securities intermediaries holding other Investment Property Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment PropertyPledged Collateral, (v) subject to the terms of Section 7.2, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and the Credit Agreement, (viivi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as that are specifically permitted under by the Credit Agreement), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such 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 Collateral, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral 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 Agreement; and such Debtor Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection therewith, with any of the foregoing; provided that (a) this authorization shall not relieve such Debtor Grantor of any of its obligations under this Security Agreement or under the Credit Agreement and (b) the Collateral Agent shall exercise the foregoing rights in accordance with the Intercreditor Agreement, if effective and only after the occurrence and during the continuation of an Event of Default. All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Collateral Agent, for the benefit of the Collateral Agent and Lenders, under this Section 7.2 are solely to protect the Collateral Agent’s interests in the Collateral and shall not be construed as requiring or obligating the Collateral Agent to make any Priority Lien Documentcommitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral 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 Collateral 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.

Authorization for Collateral Agent to Take Certain Action. Each Debtor (a) Borrower irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor Borrower as debtor and to file financing statements necessary or desirable in Collateral Agent’s the sole discretion of the Collateral Agent to perfect and to maintain the perfection and priority of the Collateral 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 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 Collateral Agent (in its sole discretion discretion) deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral 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 financial securities intermediaries holding other Investment Property Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment PropertyPledged Collateral, (v) subject to the terms of Section 7.2, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and VII, (viivi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted under the Credit Agreementhereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or Borrower and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign Borrower's name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of Borrower, assignments and verifications of Receivables, (x) to exercise all of Borrower'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 Borrower's name on a proof of claim in bankruptcy or similar document against any Account Debtor of Borrower, (xiv) to prepare, file and sign Borrower'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 Borrower to such Debtor address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to Borrower, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and Borrower agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection therewithwith any of the foregoing; provided that, provided that this authorization shall not relieve such Debtor Borrower of any of its obligations under this Security Agreement, the Subscription Agreement or under any Priority Lien other Transaction Document.

Authorization for Collateral Agent to Take Certain Action. (a) Each Debtor Grantor irrevocably authorizes the Collateral Agent at any time and from time to time as necessary and appropriate (in the sole discretion of the Collateral Agent Agent) and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole reasonable discretion to perfect and to maintain the perfection and priority of the Collateral 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 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 Collateral Agent in its sole reasonable discretion deems necessary or desirable and appropriate to perfect and to maintain the perfection and priority of the Collateral 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 Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give Collateral Agent Control over such Securities or other Investment Property, (v) subject to the terms of Section 7.2, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and Section 6.4, (viiv) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as that are specifically permitted under by the Credit AgreementLoan Documents), and such Debtor agrees (vi) to reimburse contact Account Debtors for any reason, (vii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (viii) to sign such Grantor’s name on demand any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (ix) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (x) to settle, adjust, compromise, extend or renew the Receivables, (xi) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xii) 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, (xiii) 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, (xiv) to change the address for any payment made or any expense incurred by delivery of mail addressed to such Grantor to such address as the Collateral Agent in connection therewithmay designate and to receive, open and dispose of all mail addressed to such Grantor, and (xv) to do all other acts and things reasonably necessary to carry out this Security Agreement; provided that that, this authorization shall not relieve such Debtor Grantor of any of its obligations Secured Obligations under this Security Agreement or under any Priority Lien Documentthe Credit Agreement.

Authorization for Collateral Agent to Take Certain Action. Each Debtor Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (ii) upon 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 Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (iv) upon 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 with financial securities intermediaries holding other Investment Property Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment PropertyPledged Collateral in accordance with the terms hereof, (v) subject to upon the terms occurrence and during the continuance of Section 7.2an Event of Default, to enforce payment of the Instruments, Accounts and Receivables in the name of the Collateral Agent or such DebtorGrantor, (vi) upon the occurrence and during the continuance of an Event of Default, to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and (vii) upon 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 as are specifically permitted hereunder or under the any other Credit AgreementDocument), and such Debtor each Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any documented expense incurred by the Collateral Agent in connection therewithwith any of the foregoing, provided that that, this authorization shall not relieve such Debtor any Grantor of any of its obligations under this Security Agreement or under any Priority Lien other Credit Document.

Authorization for Collateral Agent to Take Certain Action. Each Debtor (a) The Grantor irrevocably authorizes the Collateral Agent at any time and from time to time as necessary and appropriate (in the sole discretion of the Collateral Agent Agent) and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole reasonable discretion to perfect and to maintain the perfection and priority of the Collateral 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 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 Collateral Agent in its sole reasonable discretion deems necessary or desirable and appropriate to perfect and to maintain the perfection and priority of the Collateral 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 Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give Collateral Agent Control over such Securities or other Investment Property, (v) subject to the terms of Section 7.2, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and Section 6.4, (viiv) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as that are specifically permitted under by the Credit AgreementLoan Documents), and such Debtor agrees (vi) to reimburse contact Account Debtors for any reason, (vii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (viii) to sign the Grantor’s name on demand any invoice or bill of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (ix) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (x) to settle, adjust, compromise, extend or renew the Receivables, (xi) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xii) 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, (xiii) to prepare, file and sign such Grantor’s name on any notice of Xxxx, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xiv) to change the address for any payment made or any expense incurred by delivery of mail addressed to such Grantor to such address as the Collateral Agent in connection therewithmay designate and to receive, open and dispose of all mail addressed to such Grantor, and (xv) to do all other acts and things reasonably necessary to carry out this Security Agreement; provided that that, this authorization shall not relieve such Debtor Grantor of any of its obligations Secured Obligations under this Security Agreement or under any Priority Lien Documentthe Credit Agreement.

Authorization for Collateral Agent to Take Certain Action. Each Debtor Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact fact, subject to the terms of the Intercreditor Agreement, (i) to execute file, on behalf of such Debtor Grantor as debtor and to file debtor, financing statements necessary or desirable in the Collateral Agent’s 's sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent’s 's security interest in the Collateral, (ii) upon the occurrence and during the continuance of a Roto-Rooter 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 Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s 's security interest in the Collateral, (iv) subject to Section 4.4, to contact and enter into one or more agreements with the issuers of uncertificated securities which are Collateral and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment Property, (v) subject to the terms of Section 7.27.1, upon the occurrence and during the continuance of a Roto-Rooter Default, to enforce payment of the Receivables in the name of the Collateral Agent or such DebtorGrantor, (vi) upon the occurrence and during the continuance of a Roto-Rooter Default, to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and (vii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted under the Credit Agreementhereunder), and such Debtor each Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection therewith, provided that this authorization shall not relieve such Debtor any Grantor of any of its obligations under this Security Agreement or under any Priority Lien Roto-Rooter Credit Document.

Authorization for Collateral Agent to Take Certain Action. Each Debtor Grantor irrevocably authorizes Collateral Agent at any time and from time to time in the sole discretion of Collateral Agent and appoints Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor as debtor and to file financing statements statements, amendments and continuations necessary or desirable in Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of Collateral 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 Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Collateral Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities Uncertificated Securities which are Collateral and which are Securities Equity Interests or other Investment Property or with financial intermediaries holding Equity Interests or other Investment Property as may be necessary or advisable to give Collateral Agent Control over such Securities Equity Interests or other Investment Property, (v) subject to after the terms occurrence and during the continuance of Section 7.2an Event of Default, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by Collateral Agent to the Secured Obligations as provided in Article VII VII, (vi) after the occurrence and (vii) 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 as are specifically permitted under the Credit Agreementhereunder), (vii) after the occurrence and during the continuance of an Event of Default, to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 Collateral Agent for the purpose of collecting any and all such Debtor moneys due with respect to any Collateral, and (viii) after the occurrence and during the continuance of an Event of Default, to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to Collateral Agent. Grantor agrees to reimburse Collateral Agent on demand for any payment made or any expense incurred by Collateral Agent in connection therewithwith any actions taken by Collateral Agent pursuant to clauses (i) through (viii) above, provided that this authorization shall not relieve such Debtor any Grantor of any of its obligations under this Security Agreement or under any Priority Lien Documentthe Indenture. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until Security Termination.

Authorization for Collateral Agent to Take Certain Action. (a) Each Debtor Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor as debtor and to file financing statements and any amendments or continuations thereto necessary or desirable in the Collateral Agent’s 's sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent’s 's security interest in the CollateralCollateral of such Grantor, (ii) to endorse and collect any cash proceeds of the CollateralCollateral of such Grantor, (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 in such offices as Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Collateral 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 of such Grantor or with financial securities intermediaries holding other Investment Property Pledged Collateral of such Grantor as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment PropertyPledged Collateral, (v) subject to the terms of Section 7.2, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (viiv) to apply the proceeds of any Collateral of such Grantor received by the Collateral Agent to the Secured Obligations as provided in Article VII and Section 7.3, (viiv) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral of such Grantor (except for such Liens as are specifically permitted under the Credit Agreementhereunder), (vi) to contact Account Debtors for any reason, (vii) to demand payment or enforce payment of the Receivables of such Grantor in the name of the Collateral Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to such Receivables, (viii) to sign such Grantor's name on any invoice or xxxx of lading relating to the Receivables of such Grantor, drafts against any Account Debtor of such Grantor, and assignments and verifications of Receivables of such Grantor, (ix) to exercise all of such Grantor's rights and remedies with respect to the collection of the Receivables and any other Collateral of such Grantor, (x) to settle, adjust, compromise, extend or renew the Receivables of such Grantor, (xi) to settle, adjust or compromise any legal proceedings brought to collect Receivables of such Grantor, (xii) 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, (xiii) 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 of such Grantor, (xiv) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xv) to do all other acts and things necessary to carry out this Agreement; and such Debtor Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection therewith, with any of the foregoing; provided that this authorization shall not relieve such Debtor Grantor of any of its obligations under this Security Agreement or under any Priority Lien Documentthe Loan Agreement.

Authorization for Collateral Agent to Take Certain Action. Each Debtor Grantor irrevocably authorizes Collateral Agent at any time and from time to time in the sole discretion of Collateral Agent and appoints Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor as debtor and to file financing statements statements, amendments and continuations necessary or desirable in Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of Collateral 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 Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Collateral Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities Uncertificated Securities which are Collateral and which are Securities or other Investment Property or with financial intermediaries holding Securities or other Investment Property as may be necessary or advisable to give Collateral Agent Control over such Securities or other Investment Property, (v) subject to after the terms occurrence and during the continuance of Section 7.2an Event of Default, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by Collateral Agent to the Secured Obligations as provided in Article VII VII, (vi) after the occurrence and (vii) 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 as are specifically permitted under the Credit Agreementhereunder), (vii) after the occurrence and during the continuance of an Event of Default, to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to 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 Collateral Agent for the purpose of collecting any and all such Debtor moneys due with respect to any Collateral, and (viii) after the occurrence and during the continuance of an Event of Default, to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to Collateral Agent or as Collateral Agent shall direct. Grantor agrees to reimburse Collateral Agent on demand for any payment made or any expense incurred by Collateral Agent in connection therewithwith any actions taken by Collateral Agent pursuant to clauses (i) through (viii) above, provided that this authorization shall not relieve such Debtor any Grantor of any of its obligations under this Security Agreement or under any Priority Lien Documentthe Credit Agreement. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until Security Termination.

Authorization for Collateral Agent to Take Certain Action. (a) Each Debtor Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral 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 in such offices as the Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral 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 with financial securities intermediaries holding other Investment Property Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment PropertyPledged Collateral, (v) subject to the terms of Section 7.2, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and the Credit Agreement, (viivi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as that are specifically permitted under by the Credit Agreement), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such 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 Collateral, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral 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 Agreement; and such Debtor Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection therewith, with any of the foregoing; provided that (a) this authorization shall not relieve such Debtor Grantor of any of its obligations under this Security Agreement or under any Priority Lien Documentthe Credit Agreement and (b) the Collateral Agent shall exercise the foregoing rights in accordance with the Intercreditor Agreements, if effective and only after the occurrence and during the continuation of an Event of Default.

Authorization for Collateral Agent to Take Certain Action. (a) Each Debtor Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral 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 in such offices as the Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral 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 with financial securities intermediaries holding other Investment Property Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment PropertyPledged Collateral, (v) subject to the terms of Section 7.2, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and the Credit Agreement, (viivi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as that are specifically permitted under by the Credit Agreement), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such 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 Collateral, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral 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 Agreement; and such Debtor Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection therewith, with any of the foregoing; provided that (a) this authorization shall not relieve such Debtor Grantor of any of its obligations under this Security Agreement or under any Priority Lien Documentthe Credit Agreement and (b) the Collateral Agent shall exercise the foregoing rights in accordance with the Intercreditor AgreementAgreements, if effective and only after the occurrence and during the continuation of an Event of Default. All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Collateral Agent, for the benefit of the Collateral Agent and of the Credit Agreement and then only to the extent in such writing specifically set forth. All rights and remedies contained in this Agreement or by law afforded shall be cumulative and all shall be available to the Collateral Agent and the Secured Parties until the Obligations have been paid in full.

Authorization for Collateral Agent to Take Certain Action. (a) Each Debtor Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Debtor Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral 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 in such offices as the Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral 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 with financial securities intermediaries holding other Investment Property Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment PropertyPledged Collateral, (v) subject to the terms of Section 7.2, to enforce payment of the Receivables in the name of Collateral Agent or such Debtor, (vi) to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and the Credit Agreement, (viivi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as that are specifically permitted under by the Credit Agreement), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such 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 Collateral, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral 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 Agreement; and such Debtor Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection therewith, with any of the foregoing; provided that (a) this authorization shall not relieve such Debtor Grantor of any of its obligations under this Security Agreement or under the Credit Agreement and (b) the Collateral Agent shall exercise the foregoing rights in accordance with the Intercreditor Agreements, if effective and only after the occurrence and during the continuation of an Event of Default. All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Collateral Agent, for the benefit of the Collateral Agent and Lenders, under this Section 7.2 are solely to protect the Collateral Agent’s interests in the Collateral and shall not be construed as requiring or obligating the Collateral Agent to make any Priority Lien Documentcommitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral 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 Collateral 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.