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

Authorization for Secured Party to Take Certain Action. (a) Each 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 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 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 or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds of any Collateral received by the Collateral 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 as are specifically 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 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 such 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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor, to the extent any such Grantor fails to comply with its covenants in Section 4.1.4 irrevocably authorizes the Notes Collateral Agent at any time and from time to time in the sole discretion of the Notes Collateral Agent and appoints the Notes Collateral 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 Notes Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Notes Collateral Agent’s security interest in the Collateral, (ii) to endorse indorse and collect any cash Proceeds 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 Notes Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Notes 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Notes Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.2 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Notes Collateral Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Notes Collateral Agent to the Secured Notes Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Notes Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Notes Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Notes Collateral 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 Notes Obligations under this Security Agreement or under the Credit AgreementIndenture; provided further that the Notes Collateral Agent may exercise the authorizations in the foregoing clause (ii) and clauses (iv) through (vii) only during the existence of an Event of Default.

Authorization for Secured Party to Take Certain Action. (a) Each The Grantor irrevocably authorizes the Collateral Agent Lender at any time and from time to time in the sole discretion of the Collateral Agent Lender and appoints the Collateral Agent Lender as its attorney in fact (i) to execute on behalf of such the Grantor as debtor and to file financing statements and document cover sheets and recordation form cover sheets (and this Security Agreement, any extracts hereof and any amendments hereto (pursuant to Section 4.7(g)), necessary or desirable in the Collateral AgentLender’s sole discretion to perfect and to maintain the perfection and priority of the Collateral AgentLender’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Lender in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral AgentLender’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 intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Agent Lender Control over such Pledged CollateralSecurities or other Investment Property, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent Lender to the Secured Obligations as provided in Section 7.3the Credit Agreement, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), and the Grantor agrees to reimburse the Lender on demand for any payment made or any expense incurred by the Lender in connection therewith; provided that, this authorization shall not relieve the Grantor of any of its obligations under this Security Agreement or under 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 Lender or such the Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ixviii) to sign such the Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Receivables, (xix) to exercise all of such the Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xix) to settle, adjust, compromise, extend or renew the Receivables, (xiixi) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiiixii) to prepare, file and sign such the Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such the Grantor, (xivxiii) to prepare, file and sign such the Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xvxiv) to change the address for delivery of mail addressed to such the Grantor to such address as the Collateral Agent Lender may designate and to receive, open and dispose of all mail addressed to such the Grantor, and (xvixv) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse . In addition, the Collateral Agent on demand for Lender may at any payment made or any expense incurred by time, in the Collateral Agent Lender’s own name (if a Default exists), in connection with any the name of a nominee of the foregoing; provided thatLender (if a Default exists), this authorization shall not relieve or in the name of the Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of such Grantor, parties to contracts with the Grantor and obligors in respect of Instruments of the Grantor to verify with such Persons, to the Lender’s satisfaction, the existence, amount, terms of, and any of its obligations under this Security Agreement or under the Credit Agreementother matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) after the occurrence and during the continuance of a Default, to endorse indorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (iv) after the occurrence and during the continuance of a Default, to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof and after the occurrence and during the continuance of a Default, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each 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 indorse and collect any cash proceeds of such 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 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, (iviii) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged other Investment Property which is Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (iv) after the occurrence and during the continuation of an Event of Default, to enforce payment of the Instruments, Accounts and other Receivables in the name of the Collateral Agent or such Grantor, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral 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 as are specifically permitted hereunderunder Section 4.1.4 hereof) if any Grantor fails to perform such action within a reasonable time after being requested in writing to so perform (it being understood that no such request need be given after the occurrence and during the continuance of an Event of Default), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral 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 Agreement or Agreement, under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse indorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole reasonable discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole reasonable discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) either if the Administrative Agent has the right to endorse exercise cash dominion pursuant to the terms of Section 7.3 of this Agreement or upon the occurrence and during the continuation of an Event of Default, to endorse, apply and, after the occurrence and during the continuation of any Event of Default, collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (iv) upon the occurrence and during the continuation of an Event of Default, 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) either if the Administrative Agent has the right to exercise cash dominion pursuant to the terms of Section 7.3 of this Agreement or upon the occurrence and during the continuation of an Event of Default, to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, (vi) upon the occurrence and during the continuation 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), (vii) to contact Account Debtors for any reasonin accordance with the Administrative Agent’s customary practices in order to verify information regarding the Accounts, (viii) upon the occurrence and during the continuation of an Event of Default, to demand payment or enforce payment of the Receivables in the name of the Collateral Administrative 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) upon the occurrence and during the continuation of an Event of Default, to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x) upon the occurrence and during the continuation of an Event of Default, to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) upon the occurrence and during the continuation of an Event of Default, to settle, adjust, compromise, extend or renew the Receivables, (xii) upon the occurrence and during the continuation of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) upon the occurrence and during the continuation of an Event of Default, 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) upon the occurrence and during the continuation of an Event of Default, 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) upon the occurrence and during the continuation of an Event of Default, to change the address for delivery of mail addressed to such Grantor to such address as the Collateral Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) upon the occurrence and during the continuation of an Event of Default, to do all other acts and things necessary to carry out this Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative 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 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) after the occurrence and during the continuance of an Event of Default, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) after the occurrence and during the continuance of an Event of Default, to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent 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 to: (i) to execute on behalf of such 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 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, and (iviii) 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 Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds of any Collateral received by the Collateral 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 as are specifically 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 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 such 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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any reasonable and documented out-of-pocket expense incurred by the Collateral 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole reasonable discretion of the Collateral Agent and appoints the Collateral 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 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 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 reasonable 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 or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateral, (v) to apply apply, subject to the Proceeds Intercreditor Agreement, the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3Obligations, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 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 such 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 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 reasonably necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral 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 Credit AgreementIndenture; and provided, further, that the Collateral Agent shall not file any financing statements or take other steps to perfect its security interest in the Collateral outside the United States or, with respect to such Grantor’s Intellectual Property, outside the United States and Canada, unless it does so at its own expense.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole reasonable discretion of the Collateral Agent and appoints the Collateral 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 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 indorse and collect any cash Proceeds proceeds of the CollateralCollateral during the continuance of an Event of Default, (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 reasonable 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) 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) during the continuance of an Event of Default, to enforce payment of the Instruments, Accounts and Receivables in the name of the Collateral Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral 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 Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each 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, upon the occurrence and during the continuation of an Event of Default, (i) to execute on behalf of such 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 indorse and collect any cash Proceeds 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) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Pledged Receivables in the name of the Collateral Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees Taxes or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Financing Document and except to the extent such past due Taxes or Liens are being contested in good faith by the applicable Grantor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral 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 Agreement or under the Credit Agreement or the Note Purchase Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse indorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement; provided further that the Administrative Agent may exercise the authorizations in the foregoing clause (ii) and clauses (iv) through (vii) only during the existence of an Event of Default.

Authorization for Secured Party to Take Certain Action. (a) Each 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 the Grantor as debtor and to file 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) following the occurrence and during the continuation of an Event of Default, to endorse and collect any cash Proceeds 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) 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 Collateral Agent Control over such Pledged CollateralCollateral (other than Excluded Property); provided that Collateral Agent agrees to consult with the applicable Grantor prior to contacting such issuer if (a) no Event of Default has occurred and is continuing and (b) such issuer is not a Subsidiary of Parent, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi) following the occurrence and during the continuation of an Event of Default and as otherwise permitted under the Credit Agreement, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) following the occurrence and during the continuation of an Event of Default, to contact Account Debtors for any reason, (viii) following the occurrence and during the continuation of an Event of Default, to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such Grantor and the Grantor, (ix) to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ixx) following the occurrence and during the continuation of an Event of Default, to sign such the Grantor’s 's name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Receivables, (xxi) following the occurrence and during the continuation of an Event of Default, to exercise all of such the Grantor’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral, (xixii) following the occurrence and during the continuation of an Event of Default, to settle, adjust, compromise, extend or renew the Receivables, (xiixiii) following the occurrence and during the continuation of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiiixiv) following the occurrence and during the continuation of an Event of Default, to prepare, file and sign such the Grantor’s 's name on a proof of claim in bankruptcy or similar document against any Account Debtor of such the Grantor, (xivxv) following the occurrence and during the continuation of an Event of Default, to prepare, file and sign such the Grantor’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xvxvi) following the occurrence and during the continuation of an Event of Default, to change the address for delivery of mail addressed to such the Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such the Grantor, and (xvixvii) after the occurrence and during the continuation of an Event of Default in the Collateral Agent's discretion, to do all other acts and things execute any instruments consistent with or necessary to carry out this Security AgreementAgreement or any other Loan Document; and such the Grantor agrees to reimburse the Collateral Agent within ten (10) Business Days on demand for any reasonable payment made or any expense incurred by the Collateral Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) during the continuation of an Event of Default, to endorse indorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) during the continuation of an Event of Default and subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) during the continuation of an Event of Default, to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on within five (5) Business Days after written demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement. Each Grantor ratifies, if applicable, its authorization for the Administrative Agent to have filed any initial financing statements or amendments thereto if filed before the date of this Security Agreement (including, without limitation, any filings made in connection with the Existing Security Agreement).

Authorization for Secured Party to Take Certain Action. (a) Each 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 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 indorse and collect any cash Proceeds 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) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged other Investment Property which is Collateral as may be necessary or advisable to give the Collateral Agent Control (subject to the Intercreditor Agreement) over such Pledged CollateralSecurities or other Investment Property, (v) solely to the extent an Event of Default has occurred and is continuing, to enforce payment of the Instruments, Accounts and Receivables constituting Collateral in the name of the Agent or such Grantor, (vi) solely to the extent an Event of Default has occurred and is continuing, to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable and documented payment made or any reasonable and documented expense incurred by the Collateral Agent in connection with any of the foregoingtherewith; provided thatprovided, that this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the LC Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each 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 attorney-in-fact (i) to execute on behalf of such 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 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) 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 Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3Obligations, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 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 such 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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection with any of the foregoing; provided that, that this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each 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 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 indorse and collect any cash Proceeds 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) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) to enforce payment of the Instruments, Accounts and Receivables which are Collateral in the name of the Collateral Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Lender Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral 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 Agreement, under the Bank Credit Agreement or under the Credit Note Agreement, or, if in effect, any Eligible Additional Senior Secured Documents. Notwithstanding the foregoing, such powers of attorney granted with respect to clause (ii) and clauses (iv) through (vii) above shall be exercisable by the Collateral Agent only after the occurrence and during the continuance of a Default.

Authorization for Secured Party to Take Certain Action. (a) Each The Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative Agent as its attorney in fact (i) to execute on behalf of such the Grantor as debtor and to file financing statements necessary or desirable in the Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative 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 as are specifically 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 Collateral Administrative Agent or such 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 the Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Receivables, (x) to exercise all of such the 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 the Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such the Grantor, (xiv) to prepare, file and sign such the 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 the Grantor to such address as the Collateral Administrative Agent may designate and to receive, open and dispose of all mail addressed to such the Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such the Grantor agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such the Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file file, in the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCC, financing statements (including, fixture filings, except to the extent that making such fixture filing would be an Excluded Action) necessary or desirable in the Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) following the occurrence and during the continuance of an Event of Default, to endorse indorse and collect any cash Proceeds 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) debtor and which in such offices any event does not add any Excluded Assets), as the Collateral Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (iv) upon 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged Securities or other Investment Property, in each case to the extent constituting Collateral, (v) following the occurrence and during the continuance of a Payment Event of Default or Acceleration Event and subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII of this Security Agreement and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such taxes, assessments, charges, fees or Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on within fifteen (15) days after demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement. Notwithstanding this Section 8.5, the Administrative Agent is not authorized by any Grantor to take any action that, if performed by a Grantor, would be an Excluded Action, unless otherwise consented to by such Grantor in writing.

Authorization for Secured Party to Take Certain Action. (a) Each Upon the occurrence of an Event of Default or with the consent of the Grantor, which consent shall not be unreasonably withheld, the Grantor irrevocably authorizes the Collateral Agent Lender at any time and from time to time in the sole discretion of the Collateral Agent Lender, and irrevocably appoints the Collateral Agent Lender as its attorney attorney-in-fact to act on behalf of the Grantor, in fact the name of the Grantor or otherwise, from time to time in the Lender's discretion, to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation (ia) to execute on behalf of such the Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s Lender's sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent’s Lender's security interest in the Collateral, ; (iib) to endorse endorse, deposit and collect any cash Proceeds and other proceeds of the Collateral, ; (iiic) 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 Lender in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s Lender's security interest in the Collateral, ; (ivd) to contact enforce payment of the Earned Royalty and enter into one the payments from sales of Proprietary Binder Material in the name of the Lender 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 Collateral Agent Control over such Pledged Collateral, Grantor; (ve) to apply cause the Proceeds proceeds of any Collateral received by the Collateral Agent Lender to be applied to the Secured Obligations as provided in Section 7.3, Obligations; (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 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, (ixf) to sign such the Grantor’s 's name on any invoice or xxxx of lading relating to the Receivablesany Collateral, including any Earned Royalty and Proprietary Binder Material profits, on drafts against any Account Debtor customers, on schedules and assignments of such GrantorCollateral, assignments on notices of assignment, financing statements and other public records, on verifications of Receivables, accounts and on notices to licensees; (xg) to exercise all send requests for verification of such Grantor’s any Collateral or any proceeds therefrom, including Earned Royalty and Proprietary Binder Material profits to licensees or account debtors (provided that this clause (g) shall not limit the Lender's rights and remedies with respect to the collection of the Receivables and any other Collateral, under Section 4.01); (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 Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvih) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees (i) to reimburse grant or issue any exclusive or nonexclusive license under the Collateral Agent on demand for to any payment made Person, to the extent consistent with the terms of the License Agreement, and (j) to assign, pledge, convey or otherwise transfer title in or to or dispose of the Collateral to anyone, including without limitation, to make assignments, recordings, registrations and applications therefor in the United States Patent and Trademark Office, the United States Copyright Office or any expense incurred by similar office or agency of the Collateral Agent in connection with United States, any State thereof or any other country or political subdivision thereof, and to execute and deliver any and all agreements, documents, instruments of assignment or other papers necessary or advisable to effect any of the foregoing; provided thatforegoing or the recordation, this authorization registration, filing or perfection thereof. The Grantor ratifies and approves all acts of such attorney-in-fact. The Lender will not be liable for any acts or omissions except those determined pursuant to a final, non-appealable order of a court of competent jurisdiction to have resulted solely from the Lender's gross negligence or willful misconduct. The power conferred on the Lender hereunder is solely to protect its interests in the Collateral and shall not relieve impose any duty upon the Lender to exercise such Grantor of any of its obligations under this Security Agreement or under the Credit Agreementpower. This power, being coupled with an interest, is irrevocable.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent and appoints the Agent as its attorney in fact (i) 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 (i1) to execute on behalf of such Grantor 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, (iii2) 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 would not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (iv3) 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 Collateral Agent Control over such Pledged Collateral, and (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi4) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderPermitted Liens); (ii) at any time following the occurrence and during the continuance of an Event of Default, (vii1) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Agent to the Obligations as provided herein or in any other Term Loan/Note Document, subject to the terms of the Intercreditor Agreement, (viii2) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix3) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x4) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi5) to settle, adjust, compromise, extend or renew the ReceivablesReceivables (including, without limitation, making, settling and adjusting claims in respect of Collateral under policies of insurance and making all determinations and decisions with respect thereto, subject to the terms of the Intercreditor Agreement), (xii6) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii7) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) 8) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv9) to change the address for delivery of mail addressed to such any Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, ; and (xviiii) to do all other acts and things necessary to carry out the terms of this Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable documented expense incurred by the Collateral Agent in connection with any of the foregoing; provided that, that this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement, the Term Loan Credit Agreement or under the Credit AgreementExisting Notes Indenture.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) 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 Agent, (i1) to execute on behalf of such Grantor 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, (iii2) 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 would not add new collateral or add a debtor, except as otherwise provided for herein or in any other Loan Document) in such offices as the Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (iv3) 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 Collateral Agent Control over such Pledged Collateral, Collateral (v) to apply the Proceeds of any Collateral received by the Collateral Agent subject to the Secured Obligations as provided in Section 7.3terms of the Intercreditor Agreement), and (vi4) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder); (ii) at any time following the occurrence and during the continuance of an Event of Default, (vii1) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided herein or in the ABL Credit Agreement or any other Loan Document, subject to the terms of the Intercreditor Agreement, (viii2) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such any Grantor and to endorse any and all checks, drafts, drafts and other instruments for the payment of money relating to the Receivables, (ix3) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x4) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi5) to settle, adjust, compromise, extend or renew the Receivables, (xii6) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii7) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) 8) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv9) to change the address for delivery of mail addressed to such any Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, ; and (xviiii) to do all other acts and things necessary to carry out the terms of this Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable, documented expense incurred by the Collateral Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the ABL Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably hereby (i) authorizes the Collateral Agent 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 (i1) to execute on behalf of such Grantor 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, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ii) to endorse and collect any cash Proceeds of the Collateral, (iii2) 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 amendments of a financing statement (which does not would not, without the Borrower’s prior written consent, add new collateral or add a debtor) in such offices as the Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ivii) to contact appoints, effective upon the occurrence and enter into one or more agreements with during the issuers continuance of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give an Event of Default, the Collateral Agent Control over such Pledged Collateral, as its attorney in fact (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi1) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderby Section 7.01 of the Credit Agreement), (vii2) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided herein or in the Credit Agreement or any other Loan Document, (viii3) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix4) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x5) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi6) to settle, adjust, compromise, extend or renew the Receivables, (xii7) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) 8) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv9) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, and (xv10) to change the address for delivery of mail addressed use information contained in any data processing, electronic or information systems relating 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 Security AgreementCollateral; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable documented expense incurred by the Collateral Agent in connection with any of the foregoing, in accordance with, and solely to the extent required by, the provisions Section 10.04 of the Credit Agreement; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor The Borrower irrevocably authorizes the Collateral Agent Lender at any time and from time to time in the sole discretion of the Collateral Agent Lender and appoints the Collateral Agent Lender as its attorney in fact (i) to execute on behalf of such Grantor the Borrower as debtor and and/or to file initial financing statements, amendments of financing statements, correction statements with respect to financing statements and other documents necessary or desirable in the Collateral AgentLender’s sole discretion to perfect and to maintain the perfection and priority of the Collateral AgentLender’s security interest in the Collateral, including to file in any filing office in the State of Ohio or any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (1) as all assets and/or personal property of the Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or the Uniform Commercial Code of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the of the UCC or the Uniform Commercial Code of such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (1) whether the Borrower is an organization, the type of organization and any organizational identification number issued to the Borrower, and (2) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, (ii) to endorse indorse and collect any cash Proceeds 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) 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 Collateral Agent Lender Control over such Pledged CollateralSecurities or other Investment Property, (iv) subject to the terms of Section 4.1(e), to enforce payment of the Receivables in the name of the Lender or the Borrower, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent Lender to the Secured Obligations as provided in Section 7.3Article VII, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 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 such 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 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 Security Agreement; and such Grantor Borrower agrees to reimburse the Collateral Agent Lender on demand for any payment made or any expense incurred by the Collateral Agent Lender in connection therewith, and (vii) to grant to the Lender in writing a security interest in Commercial Tort Claims and in the proceeds thereof as set forth in Section 4.9, which security interest shall be upon the terms of this Security Agreement, with any of such writing to be in form and substance satisfactory to the foregoing; Lender, provided that, that this authorization shall not relieve such Grantor the Borrower of any of its obligations under this Security Agreement or under the Credit Loan Agreement. The Borrower hereby ratifies and authorizes the filing by the Lender of any financing statement with respect to the Collateral made prior to the date hereof.

Authorization for Secured Party to Take Certain Action. (a) Each 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 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 indorse and collect any cash Proceeds 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) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Collateral Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and (vii) subject to the terms of Section 7.38.4 hereof, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under the Indenture or any Collateral Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Agent in connection with any of the foregoing; therewith, provided that, that this authorization (x) shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Indenture and (y) subject to the Intercreditor Agreements, shall only permit the Collateral Agent to take such actions that have also been taken in respect of the Senior Credit AgreementFacilities.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative 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 as are specifically 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 Collateral Administrative 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 such 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 Collateral Administrative 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 Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) following the occurrence and during the continuation of an Event of Default, to endorse and collect any cash Proceeds proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement or any intellectual property filing with respect to the Collateral as a financing statement (whether now owned or hereafter acquired by any Grantor) and to file any other financing statement or statement, amendment of a financing statement (which does not add new collateral or add a debtor) or intellectual property filing in such offices as the Collateral Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the CollateralCollateral (whether now owned or hereafter acquired by any Grantor), (iv) following the occurrence and during the continuation of an Event of Default, 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply following the Proceeds occurrence and during the continuation of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3an Event of Default, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder)Permitted Liens) after written notice to Grantors, (viivi) following the occurrence and during the continuation of an Event of Default, to contact Account Debtors for any reason, (viiivii) following the occurrence and during the continuation of an Event of Default, to demand payment or enforce payment of the Receivables in the name of the Collateral Administrative Agent or such Grantor Grantor, to direct any obligor in respect of any Receivable to deliver payment thereon directly to the Administrative Agent and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ixviii) following the occurrence and during the continuation of an Event of Default, to sign such Grantor’s name on any invoice or xxxx bill of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (xix) following the occurrence and during the continuation of an Event of Default, to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xix) following the occurrence and during the continuation of an Event of Default, to settle, adjust, compromise, extend or renew the Receivables, (xiixi) following the occurrence and during the continuation of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiiixii) following the occurrence and during the continuation of an Event of Default, 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, (xivxiii) following the occurrence and during the continuation of an Event of Default, 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 Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvixiv) following the occurrence and during the continuation of an Event of Default, to do all other acts and things reasonably necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any expense all reasonable and documented out-of-pocket expenses incurred by the Collateral Administrative Agent in connection with any of the foregoing; provided thatprovided, that this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s 's sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s 's security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply apply, subject to the Proceeds Intercreditor Agreement, the proceeds of any Collateral received by the Collateral Administrative 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 as are specifically 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 Collateral Administrative 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 's name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s '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 '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 '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 Collateral Administrative 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 Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Agent’s sole discretion of the Administrative Agent to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Collateral Administrative Agent (in its sole discretion discretion) deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Borrower or any Company or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Administrative Agent Control over such the Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations Indebtedness as provided in Section 7.3Article VII, (vi) to discharge past due taxesTaxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderpursuant to Section 4.1(e), (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 such 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 Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor), and (xvivii) to do all other acts and things necessary to carry out this Security Pledge Agreement; and such Grantor agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative 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 Pledge Agreement, the Credit Agreement or under the Credit Agreementany other Loan Document.

Authorization for Secured Party to Take Certain Action. (a) Each 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 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 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) 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 Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral 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 as are specifically 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 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 bill of lading relating to the Receivables, drafts against any Account Debtor of such 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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any documented payment made or any reasonable and documented out-of-pocket expense incurred by the Collateral 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 Credit Loan Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each 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 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 indorse and collect any cash Proceeds 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) to contact and enter into one or more agreements with the issuers of uncertificated securities Uncertificated Securities which are Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged other Investment Property which is Collateral as may be necessary or advisable to give the Collateral Agent Control (subject to the Intercreditor Agreement) over such Pledged CollateralSecurities or other Investment Property, (v) solely to the extent an Event of Default has occurred and is continuing, to enforce payment of the Instruments, Accounts and Receivables constituting Collateral in the name of the Agent or such Grantor, (vi) solely to the extent an Event of Default has occurred and is continuing, to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable and documented payment made or any reasonable and documented expense incurred by the Collateral 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 Agreement or under the LC Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse indorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Article VII and (vii) subject to the terms of Section 7.38.4 hereof, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each 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 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 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) 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 Collateral Agent Control over such Pledged Collateral, (v) to apply apply, subject to the Proceeds Intercreditor Agreement, the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.37.1, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 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 bxxx of lading relating to the Receivables, drafts against any Account Debtor of such 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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense reasonably incurred by the Collateral 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds proceeds of the CollateralCollateral and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables , (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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative 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 as are specifically 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 Collateral Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the ReceivablesGrantor, (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such 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 Collateral Administrative 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 Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably hereby (i) authorizes the Collateral Agent 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 (i1) to execute on behalf of such Grantor 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, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ii) to endorse and collect any cash Proceeds of the Collateral, (iii2) 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 would not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ivii) to contact appoints, effective upon the occurrence and enter into one or more agreements with during the issuers continuance of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give an Event of Default, the Collateral Agent Control over such Pledged Collateral, as its attorney-in-fact (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi1) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderby Section 6.02 of the Credit Agreement), (vii2) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided herein or in the Credit Agreement or any other Loan Document, (viii3) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix4) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x5) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi6) to settle, adjust, compromise, extend or renew the Receivables, (xii7) 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 Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, Receivables and (xvi) 8) to do all other acts and things necessary use information contained in any data processing, electronic or information systems relating to carry out this Security AgreementCollateral; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable documented expense incurred by the Collateral Agent in connection with any of the foregoing, in accordance with, and solely to the extent required by, the provisions Section 10.03 of the Credit Agreement; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each 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 the Grantor as debtor and to file 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 CollateralCollateral owned by the Grantor, (ii) upon the occurrence and during the continuance of a Default or an Event of Default, to endorse and collect any cash Proceeds proceeds of the CollateralCollateral owned by the Grantor, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral owned by the Grantor 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 CollateralCollateral owned by the Grantor, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral owned by the Grantor or with securities intermediaries holding Pledged Collateral owned by the Grantor as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral owned by the Grantor received by the Collateral Agent to the Secured Obligations as provided in Section 7.3ARTICLE XII of the Credit Agreement, (vi) to discharge past due taxes, assessments, charges, fees or Liens in connection therewith on the Collateral owned by the Grantor (except for such Liens as are specifically permitted hereunder), (vii) upon the occurrence and during the continuance of a Default or an Event of Default, to contact Account Debtors of the Grantor for any reason, (viii) upon the occurrence and during the continuance of a Default or an Event of Default, to demand payment or enforce payment of the Receivables of the Grantor in the name of the Collateral Agent or such the Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the ReceivablesReceivables of the Grantor, (ix) upon the occurrence and during the continuance of a Default or an Event of Default, to sign such the Grantor’s 's name on any invoice or xxxx of lading relating to the ReceivablesReceivables of the Grantor, drafts against any Account Debtor of such the Grantor, assignments and verifications of ReceivablesReceivables of the Grantor, (x) upon the occurrence and during the continuance of a Default or an Event of Default, to exercise all of such the Grantor’s 's rights and remedies with respect to the collection of the Receivables of the Grantor and any other CollateralCollateral owned by the Grantor, (xi) upon the occurrence and during the continuance of a Default or an Event of Default, to settle, adjust, compromise, extend or renew the ReceivablesReceivables of the Grantor, (xii) upon the occurrence and during the continuance of a Default or an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect ReceivablesReceivables of the Grantor, (xiii) upon the occurrence and during the continuance of a Default or an Event of Default, to prepare, file and sign such the Grantor’s 's name on a proof of claim in bankruptcy or similar document against any Account Debtor of such the Grantor, (xiv) upon the occurrence and during the continuance of a Default or an Event of Default, to prepare, file and sign such the Grantor’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesReceivables of the Grantor, (xv) upon the occurrence and during the continuance of a Default or an Event of Default, to change require Account Debtors to direct all payments to be delivered by mail to 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 such mail addressed to such the Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such the Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection with any of the foregoing; provided PROVIDED that, this authorization shall not relieve such the Grantor of any of its obligations under this Security Agreement, the Credit Agreement or under the Credit Agreementother Loan Documents.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably hereby (i) authorizes the Collateral Agent 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 (i1) to execute on behalf of such Grantor 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, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ii) to endorse and collect any cash Proceeds of the Collateral, (iii2) 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 would not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ivii) to contact appoints, effective upon the occurrence and enter into one or more agreements with during the issuers continuance of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateralan Event of Default, (v) to apply the Proceeds of any Collateral received by the Collateral Agent subject to the Secured Obligations Intercreditor Agreement, the Agent as provided its attorney in Section 7.3, fact (vi1) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderby Section 6.02 of the Credit Agreement), (vii2) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided herein or in the Credit Agreement or any other Loan Document, subject to the terms of the Intercreditor Agreement, (viii3) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix4) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x5) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi6) to settle, adjust, compromise, extend or renew the Receivables, (xii7) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) 8) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv9) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv10) to change the address for delivery of mail addressed to such any Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi11) to do all other acts and things necessary use information contained in any data processing, electronic or information systems relating to carry out this Security AgreementCollateral; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable documented expense incurred by the Collateral Agent in connection with any of the foregoing, in accordance with the provisions Section 9.03 of the Credit Agreement; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor Until the Obligations have been paid in full or the Defeasance thereof shall have occurred, such Debtor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints appoint the Collateral Agent as its attorney in fact (i) to execute on behalf of such Grantor Debtor 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 receive, take, endorse, sign, assign and collect any cash Proceeds deliver, all in the name of the CollateralCollateral Agent or such Debtor, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral or consisting of Collateral or the proceeds thereof, (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) amendments, renewals and continuations thereof in such offices as the 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, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities or certificated Securities which are Pledged Collateral or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) to apply perform such further acts as may be necessary in order to effect the Proceeds purposes of this Agreement, including the execution of Control Agreements with respect to Deposit Accounts, (vi) to receive, open and dispose of all mail addressed to such Debtor and to notify postal authorities to change the address for delivery thereof to such address as the Collateral Agent may designate; (vii) to request from customers indebted on Accounts at any time, in the name of the Collateral received Agent, or such Debtor, any certified public accounting firm designated by the Collateral Agent or any other designee of the Collateral Agent, information concerning the amounts owing on the Accounts; (viii) to transmit to customers indebted on Accounts notice of the Collateral Agent’s interests therein and to notify customers indebted on Accounts to make payment directly to the Collateral Agent, on behalf of the Secured Parties, for such Debtor’s account; (ix) to take or bring, in the name of the Collateral Agent, the other Secured Parties and/or such Debtor, all steps, actions, suits or proceedings deemed by the Collateral Agent necessary or desirable to enforce or effect collection of the Accounts, (x) upon the occurrence and during the continuance of an Event of Default, to hold the proceeds of any Collateral as Collateral or turn over such proceeds to the Trustee for application to the Obligations as provided in Section 7.36.10 of the Indenture and (xi) upon the occurrence and during the continuance of an Event of Default, (vi) to discharge past due taxes, assessments, charges, fees or Liens liens on the Collateral (except for such Liens liens as are specifically 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 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 such 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 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 Security Agreement; and such Grantor Debtor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection with any of the foregoingtherewith; provided that, that this authorization shall not neither relieve such Grantor Debtor of any of its obligations under this Security Agreement or under any other Indenture Document or obligate the Credit AgreementCollateral Agent to take any such action.

Authorization for Secured Party to Take Certain Action. (a) Each After the occurrence and during the continuation of an Event of Default (except in the case of clauses (i) and (iii) below which can be performed by the Administrative Agent at any time), each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative 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 as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables and any other Collateral in the name of the Collateral Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the ReceivablesReceivables and any other Collateral, (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the ReceivablesReceivables and any other Collateral, drafts against any Account Debtor of such 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 Collateral Administrative 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 Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each The Grantor irrevocably authorizes the Collateral Agent Lender at any time and from time to time in the sole discretion of the Collateral Agent Lender and appoints the Collateral Agent Lender as its attorney in fact (i) to execute on behalf of such the Grantor as debtor and to file financing statements necessary or desirable in the Collateral AgentLender’s sole discretion to perfect and to maintain the perfection and priority of the Collateral AgentLender’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds proceeds of the Collateral, (iii) to file a carbon, JPMorgan Chase Bank, N.A. Pledge and Security Agreement 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 Lender in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral AgentLender’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 Collateral Agent Lender Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent Lender 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 as are specifically permitted hereunder)) or under the Credit Agreement, (vii) to contact Account Debtors for any reason, (viii) at any time that a Default has occurred and is continuing, to demand payment or enforce payment of the Receivables in the name of the Collateral Agent Lender or such the Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) at any time that a Default has occurred and is continuing to sign such the Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Receivables, (x) at any time that a Default has occurred and is continuing to exercise all of such the Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) at any time that a Default has occurred and is continuing, to settle, adjust, compromise, extend or renew the Receivables, (xii) at any time that a Default has occurred and is continuing, to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) at any time that a Default has occurred and is continuing, to prepare, file and sign such the Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such the Grantor, (xiv) at any time that a Default has occurred and is continuing, to prepare, file and sign such the Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) at any time that a Default has occurred and is continuing, to change the address for delivery of mail addressed to such the Grantor to such address as the Collateral Agent Lender may designate and to receive, open and dispose of all mail addressed to such the Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such the Grantor agrees to reimburse the Collateral Agent on Lender within thirty days of written demand for any payment made or any expense incurred by the Collateral Agent Lender in connection with any of the foregoing; provided that, this authorization shall not relieve such the Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s 's sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s 's security interest in the Collateral, (ii) to endorse and collect any cash Proceeds proceeds of the Collateral, (iii) to file a carbon, photographic 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.37.1, (vi) to discharge past due taxes, assessments, charges, fees fees, or Liens on the Collateral (except for such Liens as are specifically 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 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 such 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 's name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xivviii) to prepare, file and sign such Grantor’s '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 Collateral Agent may designate and to receive, open and dispose of all mail addressed to such GrantorCollateral, and (xviix) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative Agent in connection with any of the foregoing; provided that, that this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Loan Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent and appoints the Agent as its attorney in fact (i) 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 (i1) to execute on behalf of such Grantor 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, (iii2) 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 would not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (iv3) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or in connection with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateralexercise of the Agent’s rights under Section 4.4, and (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi4) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderPermitted Liens); (ii) at any time following the occurrence and during the continuance of an Event of Default, (vii1) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided herein or in any other Loan Document, (viii2) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix3) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x4) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi5) to settle, adjust, compromise, extend or renew the ReceivablesReceivables (including, without limitation, making, settling and adjusting claims in respect of Collateral under policies of insurance and making all determinations and decisions with respect thereto), (xii6) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii7) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) 8) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv9) to change the address for delivery of mail addressed to such any Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, ; and (xviiii) to do all other acts and things necessary to carry out the terms of this Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable documented expense incurred by the Collateral Agent in connection with any of the foregoing; provided that, that this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreementany other Loan Document.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent (for clauses (ii), (iv), (v), (vi) and (vii), only upon the occurrence and continuation of an Event of Default) and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse indorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent Lender at any time and from time to time in the sole discretion of the Collateral Agent Lender, and appoints the Collateral Agent Lender as its attorney attorney-in-fact to act on behalf of such Grantor, in fact the name of such Grantor or otherwise, from time to time in the Lender's reasonable discretion, to take any action and to execute any instrument which the Lender may reasonably deem necessary or advisable to accomplish the purposes of this Security Agreement, including without limitation (but as to the matters described in the following clauses (ii), (iv), (v), (vi), (vii), (viii), (x) and (xi), only upon the occurrence and during the continuance of an Event of Default): (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s Lender's sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent’s Lender's security interest in the Collateral, ; (ii) to endorse endorse, deposit and collect any cash Proceeds cash, Instruments and other proceeds of the Collateral, ; (iii) to file a carbon, photographic photo- graphic 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 Lender in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s Lender'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 Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds of any Collateral received by the Collateral 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 as are specifically 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 Collateral Agent Lender or such Grantor and Grantor; (v) to endorse cause the proceeds of any and all checks, drafts, and other instruments for Collateral received by the payment of money relating Lender to be applied to the Receivables, Obligations as contemplated by the Loan Documents; (ixvi) to sign such Grantor’s 's name on any invoice or xxxx of lading relating to the Receivablesany Receivable, on drafts against any Account Debtor of such Grantorcustomers, on schedules and assignments and verifications of Receivables, on notices of assignment, financing statements and other public records, on verifications of accounts and on notices to customers; (xvii) to exercise all of such Grantor’s rights and remedies with respect to notify 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) post office authorities to change the address for delivery of such Grantor's mail addressed to such Grantor to such an address as designated by the Collateral Agent may designate Lender, and to receive, open and dispose of all mail addressed to such Grantor, and ; (xviviii) to send requests for verification of Receivables to customers or account debtors (provided that this clause (viii) shall not limit the Lender's rights under Section 4.01); (ix) to do all other acts any act or thing which the Lender reasonably ought to execute and things necessary to carry out do under the terms of this Security Agreement or which may reasonably be required or deemed proper in the exercise of any rights or powers conferred on the Lender for any of the purposes of this Security Agreement; and such Grantor agrees (x) to reimburse grant or issue any exclusive or nonexclusive license under the Collateral Agent on demand for any payment made to anyone, and (xi) to assign, pledge, convey or otherwise transfer title in or to or dispose of the Collateral to anyone, including without limitation assignments, recordings, registrations and applications therefor in the United States Patent and Trademark Office, the United States Copyright Office or any expense incurred by similar office or agency of the Collateral Agent in connection with United States, any State thereof or any other country or political subdivision thereof, and to execute and deliver any and all agreements, documents, instruments of assignment or other papers necessary or advisable to effect any of the foregoing; provided thatforegoing or the recordation, registration, filing or perfection thereof. Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this authorization Security Agreement are coupled with an interest and are irrevocable until this Security Agreement is terminated and the security interests created hereby are released. The powers conferred on the Lender and the other Security Beneficiaries hereunder are solely to protect the Lender's and the Security Beneficiaries' interests in the Collateral and shall not relieve impose any duty upon the Lender to exercise any such Grantor powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its obligations under this Security Agreement officers, directors, employees or under the Credit Agreementagents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor Until the Obligations have been paid in full and the Financing Agreement and the other Loan Documents have been terminated, the Revolving/LC Borrower irrevocably authorizes the Collateral Agent at any time and from time to time in the its sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Grantor the Revolving/LC Borrower 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 indorse and collect any cash Proceeds 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) 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 Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) upon the occurrence and during the continuance of an Event of Default, to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Revolving/LC Borrower’s Obligations as provided in Section 7.3, 6 and (vi) upon the occurrence and during the continuance of a Default or an Event of Default, to discharge past due taxes, assessments, charges, fees or Liens liens on the Collateral (except for such Liens liens as are specifically 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 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 such 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 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 Security Agreement; and such Grantor Revolving/LC Borrower agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection with any of the foregoingtherewith; provided that, that this authorization shall not relieve such Grantor the Revolving/LC Borrower of any of its obligations under this Security Agreement or under the Credit Financing Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Subject to the provisions of Section 6.2(b), each Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole reasonable discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section Sections 7.2 and 7.3, (viv) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Permitted Encumbrances and Liens as are specifically permitted hereunderunder Section 6.02(h) of the Credit Agreement), (viivi) to contact Account Debtors for any reasonCredit Card Processors, (viiivii) to demand payment or enforce payment of the Receivables Credit Card Accounts in the name of the Collateral Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to Credit Card Accounts or the Receivablesproceeds of the sale of Inventory, (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (xviii) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables Credit Card Accounts and any other Collateral, (xiix) to settle, adjust, compromise, extend or renew the ReceivablesCredit Card Accounts, (xiix) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesCredit Card Accounts, (xiiixi) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor Credit Card Processor of such Grantor, (xivxii) 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 ReceivablesCredit Card Accounts or Inventory, (xvxiii) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvixiv) to do all other acts and things reasonably necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral US Administrative Agent at any time and from time to time in the sole discretion of the Collateral US Administrative Agent and appoints the Collateral US Administrative Agent as its attorney in fact (i) to execute on behalf of such any Grantor as debtor and to file financing statements necessary or desirable in the Collateral US Administrative Agent’s 's sole discretion to perfect and to maintain the perfection and priority of the Collateral US Administrative Agent’s 's security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 US Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral US Administrative 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 or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral US Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral US Administrative Agent to the Secured Obligations as provided in Section 7.35.17(d), (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 Collateral US Administrative Agent or such any 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 any Grantor’s 's name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such any Grantor, assignments and verifications of Receivables, (x) to exercise all of such any Grantor’s '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 any Grantor’s 's name on a proof of claim in bankruptcy or similar document against any Account Debtor of such any Grantor, (xiv) to prepare, file and sign such any Grantor’s '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 any Grantor to such address as the Collateral US Administrative Agent may designate and to receive, open and dispose of all mail addressed to such any Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such each Grantor agrees to reimburse the Collateral US Administrative Agent on demand for any payment made or any expense incurred by the Collateral US Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor the Grantors of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole reasonable discretion of the Collateral Administrative Agent and appoints the Collateral Administrative Agent as its attorney in attorney-in-fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral Administrative Agent’s sole reasonable discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse indorse and collect any cash Proceeds 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 Administrative Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (iv) during the continuance of a Default, to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) during the continuance of a Default, to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Credit Document or which are being contested in good faith pursuant to any other Credit Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time after the occurrence and during the continuance of an Event of Default, in the sole discretion of the Collateral Agent its reasonable discretion, and appoints the Collateral Administrative Agent as its attorney in fact (i) to execute on behalf collect any cash proceeds of such 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 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 or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3the Intercreditor Agreement, (viiii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (viiiv) to contact Account Debtors for any reason, (viiiv) to demand payment or enforce payment of the Receivables in the name of the Collateral Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ixvi) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Receivables, (xvii) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xiviii) to settle, adjust, compromise, extend or renew the Receivables, (xiiix) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiiix) 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, (xivxi) 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, (xvxii) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, (xiii) give notice exercising Control under any Deposit Account Control Agreement or any similar agreement with respect to any Securities Account or Securities Intermediary or Commodity Account or Commodity Intermediary, (xiv) assign any Intellectual Property for such term or terms, on such conditions, and in such manner, as the Administrative Agent may deem appropriate; and (xvixv) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable out-of-pocket payment made or any expense incurred by the Collateral Administrative Agent in connection with any of the foregoing; provided that, that (a) this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement and (b) the Administrative Agent shall exercise the foregoing rights in accordance with this Agreement, the Credit Agreement and the Intercreditor Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes hereby appoints, effective upon the Collateral Agent at any time occurrence and from time to time in during the sole discretion continuance of the Collateral Agent and appoints an Event of Default, the Collateral 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 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 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 or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi1) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderby Section 5.02(a) of the Credit Agreement), (vii2) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 6.02 of the Credit Agreement, (viii3) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix4) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x5) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi6) to settle, adjust, compromise, extend or renew the Receivables, (xii7) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) 8) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv9) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, and (xv10) to change the address for delivery of mail addressed use information contained in any data processing, electronic or information systems relating 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 Security AgreementCollateral; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable documented expense incurred by the Collateral Agent in connection with any of the foregoing, in accordance with, and solely to the extent required by, the provisions Section 9.04 of the Credit Agreement; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Loan Document Obligations as provided in Section 7.36.2, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or taxes or other obligations that are being contested in accordance with 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 Administrative 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 such 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 Receivables, the Assigned Contracts 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, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and sign such Grantor’s security interest granted herein in any Copyrights, Patents, or Trademarks in the name on a proof of claim in bankruptcy or similar document against any Account Debtor of such GrantorGrantor as debtor, (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, and (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 Security Agreement; and such Grantor agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any reasonable and documented out-of-pocket expense incurred by the Collateral Administrative 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 Credit Agreement. Notwithstanding anything in this Section 7.2(a) to the contrary, except for the powers of attorney granted in clauses (i), (iii), (iv), (v) and (xv) of this Section 7.2(a), the Administrative Agent shall not exercise any of the powers of attorney granted hereunder unless an Event of Default has occurred and is continuing.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor The Borrower irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative Agent as its attorney in fact (ia) to execute on behalf of such Grantor the Borrower as debtor and to file financing statements necessary or desirable in the Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (iib) to endorse indorse and collect any cash Proceeds proceeds of the Collateral, (iiic) 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ivd) 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 Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (ve) subject to the terms of Section 4.1(e), to enforce payment of the Receivables in the name of the Administrative Agent or the Borrower, (f) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vig) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 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 such 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 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 Security Agreement; and such Grantor Borrower agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative Agent in connection with any of the foregoing; therewith, provided that, that this authorization shall not relieve such Grantor the Borrower of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor Obligor 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 Grantor Obligor as debtor and to file 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) to endorse indorse and collect any cash Proceeds 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 contact and enter into one or more agreements with the issuers terms of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable Section 4.1.5, to give enforce payment of the Receivables in the name of the Collateral Agent Control over such Pledged Collateralor the Obligor, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral 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 as are specifically 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 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 such 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 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 Security Agreement; and such Grantor agrees Obligors agree to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection with any of the foregoing; therewith, provided that, that this authorization shall not relieve such Grantor the Obligors of any of its their obligations under this Security Agreement or under the Credit Loan Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably hereby (i) authorizes the Collateral Agent 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 (i1) to execute on behalf of such Grantor 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 Security Interest in the Collateral, including to file financing statements permitted under Section 4.1(b) and (ii) to endorse and collect any cash Proceeds of the Collateral, (iii2) 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 would not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, including to file financing statements permitted under Section 4.1(b) and (ivii) to contact appoints, effective upon the occurrence and enter into one or more agreements with during the issuers continuance of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give an Event of Default, the Collateral Agent Control over such Pledged Collateral, as its attorney in fact (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi1) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderby Section 7.01 of the Credit Agreement), (vii2) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 8.03 of the Credit Agreement, (viii3) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix4) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x5) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi6) to settle, adjust, compromise, extend or renew the Receivables, (xii7) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) 8) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv9) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, and (xv10) to change the address for delivery of mail addressed use information contained in any data processing, electronic or information systems relating 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 Security AgreementCollateral; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable documented expense incurred by the Collateral Agent in connection with any of the foregoing, in accordance with, and solely to the extent required by, the provisions Section 10.04 of the Credit Agreement; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent and appoints the Agent as its attorney in fact (i) at any time and from time to time in the sole reasonable discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i1) to execute on behalf of such Grantor 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, (iii2) 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 would not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, Collateral and (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 Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi3) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderPermitted Liens); (ii) at any time following the occurrence and during the continuance of an Event of Default, (vii1) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided herein or in any other Loan Document, (viii2) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix3) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x4) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi5) to settle, adjust, compromise, extend or renew the ReceivablesReceivables (including, without limitation, making, settling and adjusting claims in respect of Collateral under policies of insurance and making all determinations and decisions with respect thereto), (xii6) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii7) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) 8) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv9) to change the address for delivery of mail addressed to such any Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, Grantor and (xvi10) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral in connection with the exercise of the Agent’s rights under Section 4.4; and (iii) to do all other acts and things necessary to carry out the terms of this Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable documented expense incurred by the Collateral Agent in connection with any of the foregoing; provided that, that this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreementany other Loan Document.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Agent as its attorney in fact (iA) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral Administrative Agent’s sole reasonable discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds of the Collateral, (iiiB) 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 would not add new collateral or add a debtor, except as otherwise provided for herein or in any other Loan Document) in such offices as the Collateral Administrative Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, and (ivC) 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 Collateral Administrative Agent Control over such Pledged CollateralCollateral (subject to the terms of the Intercreditor Agreement); (ii) at any time following the occurrence and during the continuance of a Cash Dominion Event, (v) to endorse and collect any cash proceeds of the Collateral and to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided herein or in Section 7.3the Credit Agreement or any other Loan Document, subject to the terms of the Intercreditor Agreement, (viiii) to discharge past due taxes, assessments, charges, fees or Liens on at any time following the Collateral (except for such Liens as are specifically permitted hereunder)occurrence and during the continuance of an Event of Default, (vii) to contact Account Debtors for any reason, (viiiA) to demand payment or enforce payment of the Receivables in the name of the Collateral Administrative Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ixB) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (xC) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xiD) to settle, adjust, compromise, extend or renew the Receivables, (xiiE) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiiiF) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xivG) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xvH) to change the address for delivery of mail addressed to such any Grantor to such address as the Collateral Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor (provided copies of such mail is provided to such Grantor, ) and (xviI) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for Permitted Liens); and (iv) to do all other acts and things necessary (pursuant to this Security Agreement and the other Loan Documents and in accordance with applicable law) to carry out the terms of this Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any reasonable documented out-of-pocket expense incurred by the Collateral Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably hereby (i) authorizes the Notes Collateral Agent Agent, at any time and from time to time in the sole discretion of the Notes Collateral Agent and appoints the Collateral Agent as its attorney in fact (i1) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Notes Collateral Agent’s sole reasonable discretion to perfect and to maintain the perfection and priority of the Notes Collateral Agent’s security interest in the Collateral, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ii) to endorse and collect any cash Proceeds of the Collateral, (iii2) 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 would not add new collateral or add a debtor) in such offices as the Notes Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Notes Collateral Agent’s security interest in the Collateral, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ivii) appoints, effective upon the occurrence and during the continuance of an Event of Default, subject 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 Intercreditor Agreement), the Notes Collateral Agent Control over such Pledged Collateral, as its attorney in fact (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (viI) to discharge past due taxes, assessments, charges, . fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderby Section 4.10 of the Indenture), (vii2) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Notes Collateral Agent to the Secured Obligations as provided herein or in the Indenture or any other Senior Secured Notes Document, subject to the terms of the Intercreditor Agreement, (viii3) to demand payment or enforce payment of the Receivables in the name of the Notes Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix4) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x5) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi6) to settle, adjust, compromise, extend or renew the Receivables, (xii7) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) 8) 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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral 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 Credit Agreement.any

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (iviii) to contact endorse and enter into one or more agreements with collect any cash proceeds of 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 Collateral Agent Control over such Pledged Collateral, (viv) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.32.16 of the Shake Shack Credit Agreement, (viv) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (viivi) 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 such 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, (xiiivii) 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, (xvviii) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xviix) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative 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 Shake Shack Credit Agreement; and provided further that notwithstanding anything to the contrary in this Section 6.1(a) the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for under subsections (iii)-(ix) hereof unless an Event of Default shall have occurred and is continuing.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent and appoints the Agent as its attorney in fact (i) 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 (i1) to execute on behalf of such Grantor 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, (iii2) 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 would not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (iv3) 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 Collateral Agent Control over such Pledged Collateral, Collateral (v) to apply the Proceeds of any Collateral received by the Collateral Agent subject to the Secured Obligations as provided in Section 7.3terms of the Intercreditor Agreement), and (vi4) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder); (ii) at any time following the occurrence and during the continuance of an Event of Default, (vii1) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided herein or in the Credit Agreement or any other Loan Document, subject to the terms of the Intercreditor Agreement, (viii2) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix3) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x4) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi5) to settle, adjust, compromise, extend or renew the Receivables, (xii6) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii7) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) 8) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv9) to change the address for delivery of mail addressed to such any Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, ; and (xviiii) to do all other acts and things necessary to carry out the terms of this Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable documented expense incurred by the Collateral Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent Secured Party at any time and from time to time in the sole discretion of the Collateral Agent Secured Party and appoints the Collateral Agent Secured Party as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements statements, including amendments thereto and/or continuations thereof, necessary or desirable in the Collateral AgentSecured Party’s sole discretion to perfect and to maintain the perfection and priority of the Collateral AgentSecured Party’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 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 and/or continuation of a financing statement (which does not add new collateral or add a debtor) in such offices as the Collateral Agent Secured Party in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral AgentSecured Party’s security interest in the Collateral, (iv) to contact after the occurrence and enter into one or more agreements with during the issuers continuance of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateralan Event of Default, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent Secured Party to the Secured Obligations as provided in Section 7.3Obligations, (viv) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder)hereunder or under the Funding Agreement) and (vi) after the occurrence and during the continuance of an Event of Default, (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 such 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 under Article V 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 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 otherwise under this Security Agreement; Agreement and such each Grantor agrees to promptly reimburse the Collateral Agent Secured Party on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Agent Secured Party in connection with any of the foregoingtherewith; provided that, that (x) this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit AgreementFunding Agreement and (y) nothing herein contained shall be construed as requiring or obligating Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Secured Party, 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 power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor The Debtor irrevocably authorizes the Collateral Agent Lender at any time and from time to time in the sole discretion of the Collateral Agent Lender and appoints the Collateral Agent Lender as its attorney in fact (i) to execute on behalf of such Grantor the Debtor as debtor and to file financing statements necessary or desirable in the Collateral AgentLender’s sole discretion to perfect and to maintain the perfection and priority of the Collateral AgentLender’s security interest in the Collateral, (ii) to endorse indorse and collect any cash Proceeds 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 Lender in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral AgentLender’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 Collateral Agent Lender Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.5, to enforce payment of the Receivables in the name of the Lender or the Debtor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent Lender to the Secured Obligations as provided in Section 7.3Article VII, and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 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 such 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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Agent Lender on demand for any payment made or any expense incurred by the Collateral Agent Lender in connection with any of the foregoing; therewith, provided that, that this authorization shall not relieve such Grantor the Debtor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) following the occurrence and during the continuation of an Event of Default, to endorse and collect any cash Proceeds proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement or any intellectual property filing with respect to the Collateral as a financing statement (whether now owned or hereafter acquired by any Grantor) and to file any other financing statement or statement, amendment of a financing statement (which does not add new collateral or add a debtor) or intellectual property filing in such offices as the Collateral Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the CollateralCollateral (whether now owned or hereafter acquired by any Grantor), (iv) following the occurrence and during the continuation of an Event of Default, 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply following the Proceeds occurrence and during the continuation of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3an Event of Default, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder)Permitted Liens) after written notice to Grantors, (viivi) following the occurrence and during the continuation of an Event of Default, to contact Account Debtors for any reason, (viiivii) following the occurrence and during the continuation of an Event of Default, to demand payment or enforce payment of the Receivables in the name of the Collateral Administrative Agent or such Grantor Grantor, to direct any obligor in respect of any Receivable to deliver payment thereon directly to the Administrative Agent and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ixviii) following the occurrence and during the continuation of an Event of Default, to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such 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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral 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 Credit Agreement.name

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.32.5(d) of the Credit Agreement, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 Collateral Administrative Agent or such Grantor and to endorse any and all checkscheques, 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 such 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 Collateral Administrative 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 Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative 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, the Credit Agreement or under the Credit Agreementany other Loan Document.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply apply, subject to the Proceeds Intercreditor Agreement, the proceeds of any Collateral received by the Collateral Administrative 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 as are specifically 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 Collateral Administrative 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 such 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 Collateral Administrative 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 Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent and appoints the Agent as its attorney in fact (i) 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 (i1) to execute on behalf of such Grantor 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, (iii2) 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 would not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (iv3) 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 Collateral Agent Control over such Pledged Collateral, Collateral (v) to apply the Proceeds of any Collateral received by the Collateral Agent subject to the Secured Obligations as provided in Section 7.3terms of the Intercreditor Agreement), and (vi4) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder); (ii) at any time following the occurrence and during the continuance of an Event of Default, (vii1) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided herein or in the Credit Agreement or any other Loan Document, subject to the terms of the Intercreditor Agreement, (viii2) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix3) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x4) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi5) to settle, adjust, compromise, extend or renew the Receivables, (xii6) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesReceivables or any other Revolving Facility First Lien Collateral (as defined in the Intercreditor Agreement), (xiii7) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) 8) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv9) to change the address for delivery of mail addressed to such any Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi10) to use information contained in any data processing, electronic or information systems relating to Collateral; and (iii) to do all other acts and things necessary to carry out the terms of this Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable documented expense incurred by the Collateral Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each The Grantor irrevocably authorizes the Collateral Agent Lender at any time and from time to time in the sole discretion of the Collateral Agent Lender and appoints the Collateral Agent Lender as its attorney in fact (i) to execute on behalf of such the Grantor as debtor and to file financing statements necessary or desirable in the Collateral AgentLender’s sole discretion to perfect and to maintain the perfection and priority of the Collateral AgentLender’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Lender in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral AgentLender’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 Collateral Agent Lender Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent Lender 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 as are specifically permitted hereunder), (vii) during the continuation of an Event of Default to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent Lender or such 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 the Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Receivables, (x) to exercise all of such the 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 the Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such the Grantor, (xiv) to prepare, file and sign such the 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 the Grantor to such address as the Collateral Agent Lender may designate and to receive, open and dispose of all mail addressed to such the Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such the Grantor agrees to reimburse the Collateral Agent Lender on demand for any payment made or any expense incurred by the Collateral Agent Lender in connection with any of the foregoing; provided that, this authorization shall not relieve such the Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) during the continuance of an Event of Default to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities Securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply during the Proceeds continuance of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi) 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), (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 such 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 Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvivi) during the continuance of an Event of Default to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative Agent in connection with any of the foregoingforegoing as required by Section 12.03 of the Credit Agreement; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement, the Credit Agreement or under the Credit Agreementany other Loan Document.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative Agent as its attorney in fact (ia) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds of the Collateral, (iiib) 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, and (ivc) at any time after the occurrence and during the continuance of a Default, (i) to indorse and collect any cash proceeds of the Collateral, (ii) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (viii) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (iv) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (viv) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent Noteholder Representative at any time and from time to time in the sole discretion of the Collateral Agent Noteholder Representative and appoints the Collateral Agent Noteholder Representative as its attorney in fact to do all acts and things necessary or desirable in the Noteholder Representative’s sole discretion to preserve and protect the Collateral and perfect and maintain the perfection and priority of the Noteholder Representative’s security interest in the Collateral including, without limitation, (i) to execute on behalf of such 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 Collateralstatements, (ii) to endorse and collect any cash Proceeds proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Pledge and 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 Noteholder Representative in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral AgentNoteholder Representative’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 Issuer or with securities intermediaries holding Pledged Collateral Equity as may be necessary or advisable to give the Collateral Agent Noteholder Representative Control over such Pledged CollateralEquity, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent Noteholder Representative to the Secured Notes Obligations as provided in Section 7.37.1, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) during the continuance of an Event of Default, to contact Account Debtors for any reason, (viii) during the continuance of an Event of Default, to demand payment or enforce payment of the Receivables in the name of the Collateral Agent Noteholder Representative or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) during the continuance of an Event of Default, to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Receivables, (x) during the continuance of an Event of Default, to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) during the continuance of an Event of Default, to settle, adjust, compromise, extend or renew the Receivables, (xii) during the continuance of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) during the continuance of an Event of Default, 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) during the continuance of an Event of Default, 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) during the continuance of an Event of Default, to change the address for delivery of mail addressed to such Grantor to such address as the Collateral Agent Noteholder Representative 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 Pledge and Security Agreement; and such Grantor agrees to reimburse the Collateral Agent Noteholder Representative on demand for any payment made or any reasonable expense incurred by the Collateral Agent Noteholder Representative in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Pledge and Security Agreement, the Note Purchase Agreement or under the Credit Agreementany other Notes Document.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) during the continuation of an Event of Default, to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, (vi) as provided in Section 2.04 of the Credit Agreement, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reasonAccount verification, (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, and (ix) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such 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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any expense incurred by the Collateral Administrative 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each 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 Grantor as debtor and to file 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) to endorse indorse and collect any cash Proceeds 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) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) to enforce payment of the Instruments, Accounts and Receivables in the name of the Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral 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 Agreement or under the Credit Agreement. Notwithstanding the foregoing, such powers of attorney granted with respect to clause (ii) and clauses (iv) through (vii) above shall be exercisable by the Agent only after the occurrence and during the continuance of a Default.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably hereby (i) authorizes the Notes Collateral Agent 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 time, (i1) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion under applicable Law to perfect and to maintain the perfection and priority of the Notes Collateral Agent’s security interest in the Collateral, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ii) to endorse and collect any cash Proceeds of the Collateral, (iii2) 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 amendments of a financing statement (which does not would not, without the Issuer’s prior written consent, add new collateral or add a debtor) in such offices as is necessary under applicable law, under the Collateral Agent in its sole discretion deems necessary Indenture or desirable this Security Agreement to perfect and to maintain the perfection and priority of the Notes Collateral Agent’s security interest in the Collateral, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ivii) to contact appoints, effective solely upon the occurrence and enter into one or more agreements with during the issuers continuance of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give an Event of Default, the Notes Collateral Agent Control over such Pledged Collateral, as its attorney in fact (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi1) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderby Section 4.12 of the Indenture), (vii2) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Notes Collateral Agent to the Secured Obligations as provided herein or in the Indenture or any other Notes Document, (viii3) to demand payment or enforce payment of the Receivables in the name of the Notes Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix4) to sign such any Grantor’s name on any invoice or xxxx bill of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x5) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi6) to settle, adjust, compromise, extend or renew the Receivables, (xii7) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) 8) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv9) to prepare, file and sign such any Grantor’s name on any notice of LienXxxx, assignment or satisfaction of Lien or similar document in connection with the Receivables, and (xv10) to change the address for delivery of mail addressed use information contained in any data processing, electronic or information systems relating 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 Security AgreementCollateral; and such each Grantor agrees to reimburse the Notes Collateral Agent on demand for any payment made or any reasonable documented expense incurred by the Notes Collateral Agent in connection with any of the foregoing, in accordance with the provisions in Sections 7.07 and 13.09 of the Indenture; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit AgreementIndenture.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent Administrative Agent, with respect to clauses (i), (iii) and (iv) below, at any time and, with respect to clause (ii) and from time to time clauses (v) through (xvi) below, after the occurrence and during the continuance of an Event of Default, in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.37.2 of the Credit Agreement, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 Collateral Administrative 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 such 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 Collateral Administrative 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 each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any documented payment made or any documented expense incurred by the Collateral Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit AgreementLoan Documents.

Authorization for Secured Party to Take Certain Action. (a) Each Subject to the terms, conditions and provisions of the Intercreditor Agreement, each Grantor irrevocably authorizes the Noteholder Collateral Agent at any time and from time to time in the sole discretion of the Noteholder Collateral Agent and appoints the Noteholder Collateral Agent as its attorney in fact fact, subject to clause (b) of this Section 6.2, (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Noteholder Collateral Agent’s sole discretion to perfect (subject to the qualifications set forth in Section 3.1) and to maintain the perfection and priority of the Noteholder Collateral Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Noteholder Collateral Agent in its sole discretion deems necessary or desirable to perfect (subject to the qualifications set forth in Section 3.1) and to maintain the perfection and priority of the Noteholder 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 or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Noteholder Collateral Agent Control over such Pledged Collateral, subject to the terms set forth in the Intercreditor Agreement, (v) to apply the Proceeds proceeds of any Collateral received by the Noteholder Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi) upon five Business Days’ prior notice, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 Noteholder 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 such 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 Noteholder 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 Security Agreement; and such Grantor agrees to reimburse the Noteholder Collateral Agent on promptly following written demand (including documentation reasonably supporting such request) for any reasonable payment made or any reasonable out-of-pocket expense incurred by the Noteholder Collateral 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 Credit AgreementIndenture.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Agent as its attorney in fact (iA) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral Administrative Agent’s sole reasonable discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds of the Collateral, (iiiB) 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 would not add new collateral or add a debtor, except as otherwise provided for herein or in any other Loan Document) in such offices as the Collateral Administrative Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, and (ivC) 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 Collateral Agent Control over such Pledged Collateral, five (v5) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi) Business Days’ prior written notice to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder); (ii) at any time following the SECURITY AGREEMENT occurrence and during the continuance of an Event of Default, to endorse and collect any cash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided herein or in the Credit Agreement or any other Loan Document, (viiiii) to contact Account Debtors for at any reasontime following the occurrence and during the continuance of an Event of Default, (viiiA) to demand payment or enforce payment of the Receivables and the MIA Receivables Accounts in the name of the Collateral Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the ReceivablesReceivables or the MIA Receivables Accounts, (ixB) upon substantially contemporaneous notice to Grantor, to sign such Grantor’s name on any invoice or xxxx of lading relating to the ReceivablesReceivables or MIA Receivables Accounts, drafts against any Account Debtor of such Grantor, assignments and verifications of ReceivablesReceivables or MIA Receivables Accounts, (xC) upon substantially contemporaneous notice to Grantor, to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables, the MIA Receivables Accounts and any other Collateral, (xiD) upon substantially contemporaneous notice to Grantor, to settle, adjust, compromise, extend or renew the ReceivablesReceivables or the MIA Receivables Accounts, (xiiE) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesReceivables or the MIA Receivables Accounts, (xiiiF) 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, (xivG) 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 ReceivablesReceivables or the MIA Receivables Accounts, and (xvH) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor; and (iv) with 5 Business Days’ prior notice to Grantor, and (xvi) to do all other acts and things necessary to carry out the terms of this Security Agreement; and such Grantor agrees to reimburse the Collateral Administrative Agent on within 10 Business Days of written demand for any reasonable payment made or any reasonable documented out-of-pocket expense incurred by the Collateral Administrative 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable advisable in the Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Pledged Collateral, (ii) to endorse and collect any cash Proceeds proceeds of the Pledged Collateral, (iii) 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 Administrative Agent in its sole discretion deems necessary or desirable advisable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Pledged Collateral received by the Collateral Administrative Agent to the Secured Florida Gaming Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Pledged Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement. The Administrative Agent agrees to give the applicable Grantor notice of those actions taken by the Administrative Agent in respect of clauses (iv) and (vii) above; provided that such Grantor’s receipt of such notice shall not be a condition to the Administrative Agent taking any such actions.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor The Corporation irrevocably authorizes the Collateral Agent Lender at any time and from time to time in the sole discretion of the Collateral Agent Lender and appoints the Collateral Agent Lender as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file record financing statements necessary or desirable in the Collateral AgentLender’s sole discretion to perfect and to maintain the perfection and priority of the Collateral AgentLender’s security interest in the Collateral, (ii) upon the occurrence and during the continuance of an Event of Default, to endorse and collect any cash Proceeds proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction upon the occurrence and during the continuance 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 an Event 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) 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 securities intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Agent Lender Control over such Pledged CollateralSecurities or other Investment Property, (iv) upon the occurrence and during the continuance of an Event of Default, to enforce payment of the Receivables in the name of the Lender or the Corporation, (v) upon the occurrence and during the continuance of an Event of Default, to give notices of exclusive control and to take control of all depository and other bank and securities accounts of Corporation and to apply any funds in such accounts and the Proceeds proceeds of any other Collateral received by the Collateral Agent Lender to the Secured Obligations as provided in Section 7.3, the Loan Agreement and (vi) 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), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of and 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 such 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 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 Security Agreement; and such Grantor Corporation agrees to reimburse the Collateral Agent Lender on demand for any payment made or any expense incurred by the Collateral Agent Lender in connection with any of the foregoing; therewith, provided that, that this authorization shall not relieve such Grantor the Corporation of any of its obligations under this Security Agreement or under the Credit Loan Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each 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 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 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 or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds of any Collateral received by the Collateral 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 as are specifically 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 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 bxxx of lading relating to the Receivables, drafts against any Account Debtor of such 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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) during the continuation of an Event of Default, to endorse indorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) during the continuation of an Event of Default and subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) during the continuation of an Event of Default, to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on within five (5) Business Days after written demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each The Grantor irrevocably authorizes the Collateral Agent Lender at any time and from time to time in the sole discretion of the Collateral Agent Lender and appoints the Collateral Agent Lender as its attorney in fact (i) to execute on behalf of such the Grantor as debtor and to file financing statements necessary or desirable in the Collateral AgentLender’s sole discretion to perfect and to maintain the perfection and priority of the Collateral AgentLender’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Lender in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral AgentLender’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 Collateral Agent Lender Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent Lender to the Secured Obligations as provided in Section 7.3the Credit Agreement, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reasonreason (subject to the notice requirements in Section 6.1 of this Security Agreement), (viii) following the occurrence and during the continuation of the Default to demand payment or enforce payment of the Receivables in the name of the Collateral Agent Lender or such the Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) following the occurrence and during the continuation of a Default, to sign such the Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Receivables, (x) following the occurrence and during the continuation of a Default, to exercise all of such the Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) following the occurrence and during the continuation of a Default, to settle, adjust, compromise, extend or renew the Receivables, (xii) following the occurrence and during the continuation of a Default, to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) following the occurrence and during the continuation of a Default, to prepare, file and sign such the Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such the Grantor, (xiv) to prepare, file and sign such the Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) following the occurrence and during the continuation of a Default, to change the address for delivery of mail addressed to such the Grantor to such address as the Collateral Agent Lender may designate and to receive, open and dispose of all mail addressed to such the Grantor, and (xvi) to do all other acts and things reasonably necessary to carry out this Security Agreement; and such the Grantor agrees to reimburse the Collateral Agent Lender on demand for any payment made or any reasonable expense incurred by the Collateral Agent Lender in connection with any of the foregoing; provided that, this authorization shall not relieve such the Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each The Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative Agent as its attorney in fact (i) to execute on behalf of such the Grantor as debtor and to file financing statements necessary or desirable in the Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.37.2, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Retained Receivables in the name of the Collateral Administrative Agent or such the. Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Retained Receivables, (ix) to sign such the Grantor’s name on any invoice or xxxx of lading relating to the Retained Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Retained Receivables, (x) to exercise all of such the Grantor’s rights and remedies with respect to the collection of the Retained Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Retained Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Retained Receivables, (xiii) to prepare, file and sign such the Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such the Grantor, (xiv) to prepare, file and sign such the Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Retained Receivables, (xv) to change the address for delivery of mail addressed to such the Grantor to such address as the Collateral Administrative Agent may designate and to receive, open and dispose of all mail addressed to such the Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such the Grantor agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such the Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably irrevocably, until this Security Agreement is terminated as provided in Section 8.12, 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 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 indorse and collect any cash Proceeds 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 reasonably 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Collateral Agent or such Grantor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Senior Creditor Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral 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 Agreement or under the Credit Agreement or the Note Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent Lender at any time and from time to time in the sole discretion of the Collateral Agent Lender and appoints the Collateral Agent Lender as its attorney attorney-in-fact to act on behalf of such Grantor, in fact the name of such Grantor or otherwise, from time to time in the Lender's discretion, to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including (but as to the matters described in the following clauses (ii), (iv), (vi), (vii), (viii), (x) and (xi), only upon the occurrence and during the continuance of an Event of Default): (i) to execute on behalf of such Grantor as debtor and to file financing statements, continuation statements and amendments thereto necessary or desirable in the Collateral Agent’s Lender's sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent’s Lender's security interest in the Collateral, ; (ii) to endorse endorse, deposit and collect any cash Proceeds cash, Instruments and other 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 Lender in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s Lender'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 Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds of any Collateral received by the Collateral 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 as are specifically 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 Collateral Agent Lender or such Grantor and Grantor; (v) to endorse cause the proceeds of any and all checks, drafts, and other instruments for Collateral received by the payment of money relating Lender or any Security Beneficiary to be applied to the Receivables, Grantor Obligations as contemplated by the Loan Documents; (ixvi) to sign such Grantor’s 's name on any invoice or xxxx of lading relating to the Receivablesany Receivable, on drafts against any Account Debtor of such Grantorcustomers, on schedules and assignments and verifications of Receivables, on notices of assignment, financing statements and other public records, on verifications of accounts and on notices to customers; (xvii) to exercise all of such Grantor’s rights and remedies with respect to notify 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) post office authorities to change the address for delivery of such Grantor's mail addressed to such Grantor to such an address as designated by the Collateral Agent may designate Lender, and to receive, open and dispose of all mail addressed to such Grantor, and ; (xviviii) to send requests for verification of Receivables to customers or account debtors (provided that this clause shall not limit the Lender's rights under Section 4.1); (ix) to do all other acts any act or thing which the Lender ought to execute and things necessary to carry out do under the terms of this Security Agreement; and such Grantor agrees to reimburse Agreement or which may be required or deemed proper in the Collateral Agent exercise of any rights or powers conferred on demand the Lender for any payment made or any expense incurred by the Collateral Agent in connection with any of the foregoingpurposes of this Agreement; provided that(x) to grant or issue any exclusive or nonexclusive license under the Collateral to anyone; (xi) to assign, pledge, convey or otherwise transfer title in or to or dispose of the Collateral to anyone, including assignments, recordings, registrations and applications therefor in the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency of the United States, any State thereof or any other country or political subdivision thereof, and to execute and deliver any and all agreements, documents, instruments of assignment or other papers necessary or advisable to effect any of the foregoing or the recordation, registration, filing or perfection thereof; and (xii) to file financing statements, continuation statements and amendments thereto that describe the Collateral (a) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (b) as being of an equal or lesser scope or with greater detail, and which contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including (x) whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to cut, a sufficient description of the real property to which the Collateral relates. Each Grantor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof and also ratifies its authorization for the Lender to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. All powers, authorizations and agencies contained in this authorization Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. The powers conferred on the Lender and the other Security Beneficiaries hereunder are solely to protect the Lender's and the Security Beneficiaries' interests in the Collateral and shall not relieve impose any duty upon the Lender or any Security Beneficiary to exercise any such Grantor powers. The Lender and the Security Beneficiaries shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of its obligations under this Security Agreement their officers, directors, employees or under the Credit Agreementagents 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 Secured Party to Take Certain Action. (a) Each Grantor Debtor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole reasonable discretion of the Collateral Administrative Agent and appoints the Collateral Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor Debtor as debtor and to file financing statements necessary or desirable in the Collateral Administrative Agent’s sole reasonable discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse indorse and collect any cash Proceeds 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 Administrative Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Securities and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) to enforce payment of the Receivables in the name of the Administrative Agent or such Debtor, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxesTaxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 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 such 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 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 Security Agreement; and such Grantor Debtor agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative Agent in connection with any of the foregoing; therewith, provided that, that this authorization shall not relieve such Grantor any Debtor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent Lender at any time and from time to time in the sole discretion of the Collateral Agent Lender and appoints the Collateral Agent Lender as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or reasonably desirable in the Collateral AgentLender’s sole discretion to perfect and to maintain the perfection and priority of the Collateral AgentLender’s security interest in the Collateral, (ii) upon the occurrence and during the continuance of an Event of Default, to endorse and collect any cash Proceeds proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement Agreement, the Intellectual Property Security Agreements (or any supplements thereto) 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 Lender in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral AgentLender’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 or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Lender Control over such Pledged Collateral, (v) upon the occurrence and during the continuance of an Event of Default, to apply the Proceeds proceeds of any Collateral received by the Collateral Agent Lender 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 as are specifically permitted hereunder), (vii) during the continuation of an Event of Default to contact Account Debtors for any reasonin connection with the exercise of Lender’s rights under Section 6.1, (viii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent Lender 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 such 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 Collateral Agent Lender may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) upon the occurrence and during the continuance of an Event of Default, to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Collateral Agent Lender on demand for any payment made or any expense incurred by the Collateral Agent Lender 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each 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 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) if a Default has occurred and is continuing, to endorse and collect any cash Proceeds 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 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 or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3Obligations, (vi) upon written notice to the applicable Grantor, to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reasonif a Default has occurred and is continuing, (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 such 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 Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xviviii) to do all other acts and things necessary to carry out this Security Pledge Agreement (provided that, if addressed in this Pledge Agreement, in accordance therewith); and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral 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 Pledge Agreement or under the Credit Agreement. Grantor agrees that such authorization includes a ratification and authorization with respect to any initial financing statements filed prior to the date hereof.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor 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 file such Grantor as debtor and to file financing statements and financing statement amendments, without notice to Borrower, in all jurisdictions Agent deems appropriate 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 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) 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 Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to the terms of Section 4.1(e), to enforce payment of the Receivables in the name of Agent or Borrower, (vi) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations in such order as provided Agent shall determine in Section 7.3its sole discretion, and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically 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 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 such 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 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 Security Agreement; and such Grantor Borrower agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection with any of the foregoing; therewith, provided that, that this authorization shall not relieve such Grantor Borrower of any of its obligations under this Security Agreement or under the Credit Agreement.APA. SECURITY AGREEMENT (HII Technologies)

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent to file financing statements or amendments 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. Each Grantor further irrevocably authorizes the Collateral Agent at any time and from time to time during the existence of a Default 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 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 indorse and collect any cash Proceeds 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) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) subject to apply the Proceeds terms of Section 5.1.5 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 Grantor, (vi) to 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 Section 7.3Article VIII, and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Note Document), (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 such 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 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 Security Agreement; and such 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 with therewith, provided that the authorization and power granted to the Collateral Agent under this Section 9.5 or any other provision of the foregoing; provided that, this authorization any Note Document shall not relieve such any Grantor of any of its obligations under this Security Agreement Agreement, the Indenture or under any other Note Document and shall not impose any duty on the Credit AgreementCollateral 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 in the Collateral of each Grantor in the appropriate filing offices.

Authorization for Secured Party to Take Certain Action. (a) Each Subject to the Order, each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Loan Document Obligations as provided in Section 7.36.2, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or taxes or other obligations that are being contested in accordance with 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 Administrative 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 bxxx of lading relating to the Receivables, drafts against any Account Debtor of such 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 Receivables, the Assigned Contracts 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, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and sign such Grantor’s security interest granted herein in any Copyrights, Patents, or Trademarks in the name on a proof of claim in bankruptcy or similar document against any Account Debtor of such GrantorGrantor as debtor, (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, and (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 Security Agreement; and such Grantor agrees to reimburse the Collateral Administrative Agent on demand for any payment made or any reasonable and documented out-of-pocket expense incurred by the Collateral Administrative 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 Credit Agreement. Notwithstanding anything in this Section 7.2(a) to the contrary, except for the powers of attorney granted in clauses (i), (iii), (iv), (v) and (xv) of this Section 7.2(a), the Administrative Agent shall not exercise any of the powers of attorney granted hereunder unless an Event of Default has occurred and is continuing.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) upon the occurrence and during the continuation of an Event of Default, to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative 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 as are specifically permitted hereunder), (vii) upon the occurrence and during the continuation of an Event of Default, to contact Account Debtors for any reason, (viii) upon the occurrence and during the continuation of an Event of Default, to demand payment or enforce payment of the Receivables in the name of the Collateral Administrative 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) upon the occurrence and during the continuation of an Event of Default, to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Receivables, (x) upon the occurrence and during the continuation of an Event of Default, to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) upon the occurrence and during the continuation of an Event of Default, to settle, adjust, compromise, extend or renew the Receivables, (xii) upon the occurrence and during the continuation of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) upon the occurrence and during the continuation of an Event of Default, 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) upon the occurrence and during the continuation of an Event of Default, 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) upon the occurrence and during the continuation of an Event of Default, to change the address for delivery of mail addressed to such Grantor to such address as the Collateral Administrative 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 Collateral Administrative Agent on demand for any payment made or any expense incurred by the Collateral Administrative 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse indorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged other Investment Property which is Collateral as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) solely to the extent an Event of Default has occurred and is continuing and subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables constituting Collateral in the name of the Administrative Agent or such ACTIVE 214413513v.9 Grantor, (vi) solely to the extent an Event of Default has occurred and is continuing, to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on demand for any reasonable and documented payment made or any reasonable and documented expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative 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 Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) during the continuation of an Event of Default, to endorse indorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 owned by such Grantor and which are Securities or with securities financial intermediaries holding Pledged Collateral other Investment Property as may be necessary or advisable to give the Collateral Administrative Agent Control over such Pledged CollateralSecurities or other Investment Property, (v) during the continuation of an Event of Default and subject to the terms of Section 4.1.5 hereof, to enforce payment of the Instruments, Accounts and Receivables in the name of the Administrative Agent or such Grantor, (vi) during the continuation of an Event of Default, to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.3, Article VII and (vivii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderhereunder or under any other Loan Document), (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 such 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 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 Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on within five (5) Business Days after written demand for any reasonable payment made or any reasonable expense incurred by the Collateral Administrative 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 Agreement or under the Credit Agreement. Each Grantor ratifies, if applicable, its authorization for the Administrative Agent to have filed any initial financing statements or amendments thereto if filed before the date of this Security Agreement (including, without limitation, any filings made in connection with the Existing Security Agreement). 8.6.

Authorization for Secured Party to Take Certain Action. (a) Each The Grantor irrevocably authorizes the Collateral Administrative Agent at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Administrative Agent as its attorney in fact (i) to execute on behalf of such the Grantor as debtor and to file financing statements necessary or desirable in the Collateral Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds 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 Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative 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 Collateral Administrative Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Administrative Agent to the Secured Obligations as provided in Section 7.37.2, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Retained Receivables in the name of the Collateral Administrative Agent or such the. Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Retained Receivables, (ix) to sign such the Grantor’s name on any invoice or xxxx of lading relating to the Retained Receivables, drafts against any Account Debtor of such the Grantor, assignments and verifications of Retained Receivables, (x) to exercise all of such the 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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral 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 Credit Agreement.collection

Authorization for Secured Party to Take Certain Action. (a) Each 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 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 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 reasonable prior written notice to the Grantors, 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 Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.32.3 of the Credit Agreement, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderPermitted Liens), (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 such 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 Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, Grantor and (xvi) to do all other acts and things reasonably necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent (including the reasonable fees, charges and disbursements of counsel) 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 Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor hereby irrevocably authorizes the Collateral Agent Trustee (but without obligation to do so) and appoints the Collateral Trustee (until the Termination Date) (and all officers, employees or agents designated by the Collateral Trustee) as its true and lawful attorney in fact (i) 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 Trustee (iA) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral AgentTrustee’s sole reasonable discretion to perfect and to maintain the perfection and priority of the Collateral AgentTrustee’s security interest in the Collateral, Collateral and (ii) to endorse and collect any cash Proceeds of the Collateral, (iiiB) 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 would not add new collateral or add a debtor, except as otherwise provided for herein or in any other Note Document) in such offices as the Collateral Agent Trustee in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral AgentTrustee’s security interest in the Collateral; (ii) at any time following the occurrence and during the continuance of an Event of Default in the sole discretion of the Collateral Trustee (in the name of such Grantor or otherwise), (ivA) to endorse and collect any cash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Collateral Trustee to the Secured Obligations as provided herein or in the Indenture or any other Note Document, subject to the terms of the applicable Intercreditor Agreements, (B) to demand payment or enforce payment of the Receivables in the name of the Collateral Trustee or any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (C) to sign any Grantor’s name on any invoice or bill of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (D) to exercise all of any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (E) to settle, adjust, compromise, extend or renew the Receivables, (F) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (G) to prepare, file and sign any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (H) to prepare, file and sign any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (I) to change the address for delivery of mail addressed to any Grantor to such address as the Collateral Trustee may designate and to receive, open and dispose of all mail addressed to such Grantor (provided copies of such mail are provided to such Grantor), (J) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for Permitted Liens); provided that the Grantors shall not be obligated to reimburse the Collateral Trustee with respect to any Intellectual Property that any Grantor has failed to maintain or pursue, or otherwise allowed to lapse, terminate or be put into the public domain in accordance with ‎Section 4.04, (K) to make, settle and adjust claims in respect of the Collateral under policies of insurance, endorse the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (L) make all determinations and decisions with respect thereto; (M) obtain or maintain the policies of insurance of the types referred to in ‎Section 4.08(a) of this Security Agreement or to pay any premium in whole or in part relating thereto; and (N) 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 Collateral Agent Trustee Control over such Pledged Collateral, Collateral (v) to apply the Proceeds of any Collateral received by the Collateral Agent subject 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 as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment terms 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, (ixapplicable Intercreditor Agreement) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such 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 Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xviiii) to do all other acts and things or institute any proceedings which the Collateral Trustee may reasonably deem to be necessary or advisable (pursuant to this Security Agreement and the other Note Documents and in accordance with applicable law) to carry out the terms of this Security AgreementAgreement and to protect the interests of the Secured Parties; and such and, to the extent required pursuant to Section 7.06 of the Indenture, each Grantor agrees to reimburse the Collateral Agent Trustee on demand for any payment made in connection with this paragraph or any expense (including reasonable and documented attorneys’ fees, court costs and expenses) and other charges related thereto incurred by the Collateral Agent Trustee in connection with any of the foregoingforegoing and any such sums shall constitute additional Secured Obligations; provided that, that this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit AgreementIndenture. The Collateral Trustee agrees that it will not exercise any rights under the power of attorney provided for in this ‎Section 6.02 unless an Event of Default has occurred and is continuing.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably authorizes the Collateral Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) at any time and from time to time in the sole discretion of the Collateral Administrative Agent and appoints the Collateral Agent as its attorney in fact (iA) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral Administrative Agent’s sole reasonable discretion to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds of the Collateral, (iiiB) 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 would not add new collateral or add a debtor, except as otherwise provided for herein or in any other Loan Document) in such offices as the Collateral Administrative Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Administrative Agent’s security interest in the Collateral, and (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 Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (viC) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder); (ii) at any time following the occurrence and during the continuance of an Event of Default, to endorse and collect any cash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided herein or in the Credit Agreement or any other Loan Document, (viiiii) to contact Account Debtors for at any reasontime following the occurrence and during the continuance of an Event of Default, (viiiA) to demand payment or enforce payment of the Receivables and the MIA Receivables Accounts in the name of the Collateral Administrative Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the ReceivablesReceivables or the MIA Receivables Accounts, (ixB) upon substantially contemporaneous notice to such Grantor, to sign such any Grantor’s name on any invoice or xxxx of lading relating to the ReceivablesReceivables or MIA Receivables Accounts, drafts against any Account Debtor of such Grantor, assignments and verifications of ReceivablesReceivables or MIA Receivables Accounts, (xC) upon substantially contemporaneous notice to such Grantor, to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables, the MIA Receivables Accounts and any other Collateral, (xiD) upon substantially contemporaneous notice to such Grantor, to settle, adjust, compromise, extend or renew the ReceivablesReceivables or the MIA Receivables Accounts, (xiiE) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesReceivables or the MIA Receivables Accounts, (xiiiF) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xivG) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesReceivables or the MIA Receivables Accounts, and (xvH) to change the address for delivery of mail addressed to such any Grantor to such address as the Collateral Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, ; and (xviiv) with 5 Business Days’ prior notice to such Grantor, to do all other acts and things necessary to carry out the terms of this Security Agreement; and such each Grantor agrees to reimburse the Collateral Administrative Agent on within 10 Business Days of written demand for any reasonable payment made or any reasonable documented out-of-pocket expense incurred by the Collateral Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor irrevocably hereby (i) authorizes the Notes Collateral Agent 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 time, (i1) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion under applicable Law to perfect and to maintain the perfection and priority of the Notes Collateral Agent’s security interest in the Collateral, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ii) to endorse and collect any cash Proceeds of the Collateral, (iii2) 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 amendments of a financing statement (which does not would not, without the Issuer’s prior written consent, add new collateral or add a debtor) in such offices as is necessary under applicable law, under the Collateral Agent in its sole discretion deems necessary Indenture or desirable this Security Agreement to perfect and to maintain the perfection and priority of the Notes Collateral Agent’s security interest in the Collateral, including, without limitation, to file financing statements permitted under Section 4.1(b) and (ivii) to contact appoints, effective solely upon the occurrence and enter into one or more agreements with during the issuers continuance of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give an Event of Default, the Notes Collateral Agent Control over such Pledged Collateral, as its attorney in fact (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi1) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunderby Section 4.12 of the Indenture), (vii2) to contact Account Debtors for endorse and collect any reasoncash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Notes Collateral Agent to the Secured Obligations as provided herein or in the Indenture or any other Notes Document, (viii3) to demand payment or enforce payment of the Receivables in the name of the Notes Collateral Agent or such any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix4) to sign such any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x5) to exercise all of such any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi6) to settle, adjust, compromise, extend or renew the Receivables, (xii7) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) 8) to prepare, file and sign such any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv9) to prepare, file and sign such any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, and (xv10) to change the address for delivery of mail addressed use information contained in any data processing, electronic or information systems relating 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 Security AgreementCollateral; and such each Grantor agrees to reimburse the Notes Collateral Agent on demand for any payment made or any reasonable documented expense incurred by the Notes Collateral Agent in connection with any of the foregoing, in accordance with the provisions in Sections 7.07 and 13.09 of the Indenture; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Credit AgreementIndenture.

Authorization for Secured Party to Take Certain Action. (a) Each Grantor hereby irrevocably authorizes the Collateral Agent and appoints the Agent (until the Termination Date) (and all officers, employees or agents designated by the Agent) as its true and lawful attorney in fact (i) 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 (iA) to execute on behalf of such Grantor 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, Collateral and (ii) to endorse and collect any cash Proceeds of the Collateral, (iiiB) 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 would not add new collateral or add a debtor, except as otherwise provided for herein or in any other Loan Document) in such offices as the Collateral Agent in its sole reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral; (ii) at any time following the occurrence and during the continuance of an Event of Default in the sole discretion of the Agent (in the name of such Grantor or otherwise), (ivA) to endorse and collect any cash proceeds of the Collateral and to apply the proceeds of any Collateral received by the Agent to the Secured Obligations as provided herein or in the Term Loan Credit Agreement or any other Loan Document, subject to the terms of the Intercreditor Agreement, (B) to demand payment or enforce payment of the Receivables in the name of the Agent or any Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (C) to sign any Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (D) to exercise all of any Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (E) to settle, adjust, compromise, extend or renew the Receivables, (F) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (G) to prepare, file and sign any Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (H) to prepare, file and sign any Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (I) to change the address for delivery of mail addressed to any Grantor to such address as the Agent may designate and to receive, open and dispose of all mail addressed to such Grantor (provided copies of such mail is provided to such Grantor), (J) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for Permitted Liens); provided that, the Grantors shall not be obligated to reimburse the Agent with respect to any Intellectual Property that any Grantor has failed to maintain or pursue, or otherwise allowed to lapse, terminate or be put into the public domain in accordance with Section 4.04, (K) to make, settle and adjust claims in respect of Collateral under policies of insurance, endorse the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (L) make all determinations and decisions with respect thereto; (M) obtain or maintain the policies of insurance of the types referred to in Section 5.05 of the Term Loan Credit Agreement or to pay any premium in whole or in part relating thereto; and (N) 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 Collateral Agent Control over such Pledged Collateral, Collateral (v) to apply the Proceeds of any Collateral received by the Collateral Agent subject 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 as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment terms 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, (ixIntercreditor Agreement) to sign such Grantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such 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 Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xviiii) to do all other acts and things or institute any proceedings which the Agent may reasonably deem to be necessary or advisable (pursuant to this Security Agreement and the other Loan Documents and in accordance with applicable law) to carry out the terms of this Security Agreement and to protect the interests of the Secured Parties; and, to the extent required pursuant to Section 9.03(a) of the Term Loan Credit Agreement; and such , each Grantor agrees to reimburse the Collateral Agent on demand for any payment made in connection with this paragraph or any expense (including reasonable and documented attorneys’ fees, court costs and expenses) and other changes related thereto incurred by the Collateral Agent in connection with any of the foregoingforegoing and any such sums shall constitute additional Secured Obligations; provided that, this authorization shall not relieve such any Grantor of any of its obligations under this Security Agreement or under the Term Loan Credit Agreement.

Authorization for Secured Party to Take Certain Action. (a) Each 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 Grantor as debtor and to file 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) to endorse and collect any cash Proceeds 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) 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 Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds proceeds of any Collateral received by the Collateral 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 as are specifically 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 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 's name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s '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 '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 '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 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 Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral 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 Agreement, the IP Security Documents or under the Credit Agreement.