Common use of Authorized Action by Collateral Agent Clause in Contracts

Authorized Action by Collateral Agent. The Issuer hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer or any third party for failure so to do) any act which the Issuer is obligated by this Agreement to perform, and to exercise such rights and powers as the Issuer might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Issuer relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the Issuer’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunder. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may may, except as otherwise provided herein, perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Company or any third party for failure so to do) any act which the Issuer Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (dc) insure, process and preserve the Collateral; (ed) pay any indebtedness of Issuer Company relating to the Collateral; and (fe) file execute UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (ed) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the IssuerCompany’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Company or any third party for failure so to do) any act which the Issuer Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Issuer Company relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ ' fees, Collateral Agent may incur while acting as the Issuer’s Company's attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s Agent 's possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Company or any third party for failure so to do) any act which the Issuer Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Issuer Company relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the IssuerCompany’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Pledgor hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of any Secured Party with respect to the Collateral, the obligations of the Pledgor hereunder or the Obligations, the Collateral Agent shall not be obligated to and (at the direction of the Required Purchasers (as defined in the AGC Collateral Agency Agreement)), but shall incur no liability to the Issuer Pledgor or any third party for failure so to do) to, take any act action which the Issuer Pledgor is obligated by this Pledge Agreement to performdo. Any expenses incurred by the Collateral Agent in taking such action shall be payable by the Pledgor. Pursuant to Section 14(f) of the AGC Collateral Agency Agreement, and upon the occurrence of an Alternate Major Default (as defined in the AGC Collateral Agency Agreement), or the failure of David G. Price to provide the Alternate Pledge Collateral on March 31, 0000, xxx Xxedgor hereby irrevocably appoints the Collateral Agent as his attorney-in-fact to exercise such rights and powers as the Issuer might exercise with respect to the Collateralpowers, including the right without limitation: (i) to (a) collect by legal proceedings or otherwise and endorse, receive and acknowledge receipt for all dividends, interest, payments, proceeds proceeds, and other sums and property now or hereafter payable on or on account of the Collateral; (bii) to vote or consent with respect to the Pledged Securities in accordance with Section 7(d) below; (iii) to enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; Collateral and (civ) to make any compromise or settlement, to pay or discharge taxes, liens, security interests or other encumbrances and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve . To permit the Collateral; (e) pay any indebtedness of Issuer relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during voting and consensual rights, to collect, endorse and receive such dividends, interest, payments, proceeds and other sums and property, the continuance of an Event of Default. The Issuer agrees to reimburse Collateral Agent Pledgor shall, if necessary, upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the Issuer’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunder. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care written request of the Collateral when in Collateral Agent’s possession; providedAgent (at the direction of the Required Purchasers), howeverfrom time to time, that deliver (or cause to be executed and delivered) to the Collateral Agent shall not be required to make any presentmentall such proxies, demand or protest, or give any notice dividend payment orders and need not take any action to preserve any rights against any prior party or any other person in connection with instruments as the Obligations or with respect to Collateral Agent (at the Collateral.direction of the Required Purchasers) may reasonably require; and

Authorized Action by Collateral Agent. The Issuer Pledgor hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of any Secured Party with respect to the Collateral, the obligations of the Pledgor hereunder or the Obligations, the Collateral Agent shall at the direction of the Required Creditors or any Directing Creditor (as defined in the AGC/NGOP Collateral Agency Agreement, as applicable), but shall incur no liability to the Pledgor or any third party for failure to, take any action which the Pledgor is obligated by this Pledge Agreement to do. Any expenses incurred by the Collateral Agent in taking such action shall be payable by the Pledgor. After the occurrence and during the continuance of a Major Default, the Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer or any third party for failure so to do) any act which the Issuer is obligated by this Agreement to perform, and to exercise such rights and powers as the Issuer might exercise with respect to the Collateralpowers, including the right without limitation: (i) to (a) collect by legal proceedings or otherwise and endorse, receive and acknowledge receipt for all dividends, interest, payments, proceeds proceeds, and other sums and property now or hereafter payable on or on account of the Collateral; (bii) to vote or consent with respect to the Pledged Securities; (iii) to enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; Collateral and (civ) to make any compromise or settlement, to pay or discharge taxes, Liens, security interests or other encumbrances, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve . To permit the Collateral; (e) pay any indebtedness of Issuer relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during voting and consensual rights, to collect, endorse and receive such dividends, interest, payments, proceeds and other sums and property, the continuance of an Event of Default. The Issuer agrees to reimburse Collateral Agent Pledgor shall, if necessary, upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the Issuer’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunder. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care written request of the Collateral when in Collateral Agent’s possession; providedAgent (at the direction of the Required Creditors or any Directing Creditor, howeveras applicable), that from time to time, deliver (or cause to be executed and delivered) to the Collateral Agent shall not be required to make any presentmentall such proxies, demand or protest, or give any notice dividend payment orders and need not take any action to preserve any rights against any prior party other instruments as the Collateral Agent (at the direction of the Required Creditors or any other person in connection with the Obligations or with respect to the Collateral.Directing Creditor, as applicable) may reasonably require;

Authorized Action by Collateral Agent. The Issuer Pledgor hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of any Secured Party with respect to the Collateral, the obligations of the Pledgor hereunder or the Obligations, the Collateral Agent shall not be obligated to and (at the direction of the Required Creditors or any Directing Creditor (as defined in the AGC Collateral Agency Agreement), as applicable), but shall incur no liability to the Issuer Pledgor or any third party for failure so to do) to, take any act action which the Issuer Pledgor is obligated by this Pledge Agreement to performdo. Any expenses incurred by the Collateral Agent in taking such action shall be payable by the Pledgor. Subject to Section 14(g) and pursuant to Section 14(f) of the AGC Collateral Agency Agreement, and upon the earlier to occur of an Alternate Major Default (as defined in the AGC Collateral Agency Agreement) or October 15, 2002, the Pledgor hereby irrevocably appoints the Collateral Agent as his attorney-in-fact to exercise such rights and powers as the Issuer might exercise with respect to the Collateralpowers, including the right without limitation: (i) to (a) collect by legal proceedings or otherwise and endorse, receive and acknowledge receipt for all dividends, interest, payments, proceeds proceeds, and other sums and property now or hereafter payable on or on account of the Collateral; (bii) to vote or consent with respect to the Pledged Securities in accordance with Section 7(d) below; (iii) to enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; Collateral and (civ) to make any compromise or settlement, to pay or discharge taxes, liens, security interests or other encumbrances and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve . To permit the Collateral; (e) pay any indebtedness of Issuer relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during voting and consensual rights, to collect, endorse and receive such dividends, interest, payments, proceeds and other sums and property, the continuance of an Event of Default. The Issuer agrees to reimburse Collateral Agent Pledgor shall, if necessary, upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the Issuer’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunder. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care written request of the Collateral when in Collateral Agent’s possession; providedAgent (at the direction of the Required Creditors or any Directing Creditor, howeveras applicable), that from time to time, deliver (or cause to be executed and delivered) to the Collateral Agent shall not be required to make any presentmentall such proxies, demand or protest, or give any notice dividend payment orders and need not take any action to preserve any rights against any prior party other instruments as the Collateral Agent (at the direction of the Required Creditors or any other person in connection with the Obligations or with respect to the Collateral.Directing Creditor, as applicable) may reasonably require; and

Authorized Action by Collateral Agent. The Issuer Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Company or any third party for failure so to do) any act which the Issuer Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Issuer Company relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ ' fees, Collateral Agent may incur while acting as the Issuer’s Company's attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s 's possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Pledgor hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of any Secured Party with respect to the Collateral, the obligations of the Pledgor hereunder or the Obligations, the Collateral Agent shall not be obligated to and (at the direction of the Required Purchasers (as defined in the AGC Collateral Agency Agreement)), but shall incur no liability to the Issuer Pledgor or any third party for failure so to do) to, take any act action which the Issuer Pledgor is obligated by this Pledge Agreement to performdo. Any expenses incurred by the Collateral Agent in taking such action shall be payable by the Pledgor. Pursuant to Section 14(f) of the AGC Collateral Agency Agreement, and upon the occurrence of an Alternate Major Default (as defined in the AGC Collateral Agency Agreement) or the failure of Xxxxx X. Xxxxx to provide the Alternate Pledge Collateral on March 31, 2003, the Pledgor hereby irrevocably appoints the Collateral Agent as her attorney-in-fact to exercise such rights and powers as the Issuer might exercise with respect to the Collateralpowers, including the right without limitation: (i) to (a) collect by legal proceedings or otherwise and endorse, receive and acknowledge receipt for all dividends, interest, payments, proceeds proceeds, and other sums and property now or hereafter payable on or on account of the Collateral; (bii) to vote or consent with respect to the Pledged Securities in accordance with Section 7(d) below; (iii) to enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; Collateral and (civ) to make any compromise or settlement, to pay or discharge taxes, liens, security interests or other encumbrances and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve . To permit the Collateral; (e) pay any indebtedness of Issuer relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during voting and consensual rights, to collect, endorse and receive such dividends, interest, payments, proceeds and other sums and property, the continuance of an Event of Default. The Issuer agrees to reimburse Collateral Agent Pledgor shall, if necessary, upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the Issuer’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunder. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care written request of the Collateral when in Collateral Agent’s possession; providedAgent (at the direction of the Required Purchasers), howeverfrom time to time, that deliver (or cause to be executed and delivered) to the Collateral Agent shall not be required to make any presentmentall such proxies, demand or protest, or give any notice dividend payment orders and need not take any action to preserve any rights against any prior party or any other person in connection with instruments as the Obligations or with respect to Collateral Agent (at the Collateral.direction of the Required Purchasers) may reasonably require; and

Authorized Action by Collateral Agent. The Issuer Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may may, except as otherwise provided herein, perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Company or any third party for failure so to do) any act which the Issuer Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (dc) insure, process and preserve the Collateral; (ed) pay any indebtedness of Issuer Company relating to the Collateral; and (fe) file execute UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (ed) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ ' fees, Collateral Agent may incur while acting as the Issuer’s Company's attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s 's possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer RDI hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer RDI or any third party for failure so to do) any act which the Issuer RDI is obligated by this Pledge Agreement to perform, and to exercise such rights and powers as the Issuer RDI might exercise with respect to the Collateral, including including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness Indebtedness of Issuer RDI relating to the Collateral; and (f) file execute UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only may exercise such powers only after the occurrence and during the continuance of an Event of Default. The Issuer RDI agrees to reimburse Collateral Agent upon within thirty (30) days after written demand for any all reasonable costs and expenses, including attorneys’ ' fees, Collateral Agent may incur while acting as the Issuer’s RDI's attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto RDI agrees that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s 's possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person Person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Company or any third party for failure so to do) any act which the Issuer Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Issuer Company relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default (as defined in the Notes) and shall only exercise such powers during the continuance of an Event of Default. The Issuer Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the IssuerCompany’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Each Debtor hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer any Debtor or any third party for failure so to do) any act which the Issuer such Debtor is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer such Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Issuer such Debtor relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer Each Debtor agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the Issuersuch Debtor’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Company or any third party for failure so to do) any act which the Issuer Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Company might exercise with respect to the Collateral, including the right to to: (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Issuer Company relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the IssuerCompany’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Company or any third party for failure so to do) any act which the Issuer Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Issuer Company relating to the Collateral; and (f) file UCC PPSA financing statements and financing change statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ feeslegal costs (calculated on a full indemnity basis on a solicitor and client basis), Collateral Agent may incur while acting as the Issuer’s Company's attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s 's possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Company or any third party for failure so to do) any act which the Issuer Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Issuer Company relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to (x) the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default, and (y) separate written instruction to take such actions from a Majority in Interest of Purchasers. The Issuer Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the IssuerCompany’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. Company further agrees to pay Collateral Agent a nonrefundable fee of $2,500 per year, paid in advance each year, for serving as Collateral Agent, and a further fee of $100 per hour, if applicable, for reasonable and necessary time spent exercising the powers set forth in subsections (a) through (e) above. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Company or any third party for failure so to do) any act which the Issuer Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Company might exercise with respect to the Collateral, and take any other action and execute any instrument which Collateral Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness of Issuer Company relating to the Collateral; and (f) file UCC financing statements to perform any and all of the obligations of Company contained in any contract, lease, or other agreement and exercise any and all rights of Company therein contained as fully as Company itself could; and (g) execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (ef) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including reasonable attorneys’ fees, Collateral Agent may incur while acting as the IssuerCompany’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral. To the extent permitted by law, Company hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof and within the limits set forth above. This power of attorney is coupled with an interest and shall be irrevocable until this Security Agreement is terminated.

Authorized Action by Collateral Agent. The Issuer Borrowers hereby irrevocably appoints appoint the Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees agree that the Collateral Agent may perform (but the Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Borrowers or any third party for failure so to do) any act which the Issuer is Borrowers are obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Borrowers might exercise with respect to the Collateral, including including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness Indebtedness of Issuer any Borrower relating to the Collateral; and (f) file execute UCC financing statements and execute other documents, instruments and agreements required hereunder; (g) note any Borrower’s lien on certificates of title relating to the Collateral; provided, however, that the Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only may exercise such powers only after the occurrence and during the continuance of an Event of Default. The Issuer agrees Borrowers agree to reimburse the Collateral Agent upon demand for any all reasonable costs and expenses, including attorneys’ fees, that the Collateral Agent may incur while acting as the Issuer’s Borrowers’ attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Secured Obligations. It is further agreed and understood between the parties hereto The Borrowers agree that such care as the Collateral Agent Agents gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in the Collateral Agent’s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person Person in connection with the Secured Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer RDI hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer RDI or any third party for failure so to do) any act which the Issuer RDI is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer RDI might exercise with respect to the Collateral, including including, without limitation, the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) insure, process, preserve and enforce the Collateral; (d) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve the Collateral; (e) pay any indebtedness Indebtedness of Issuer RDI relating to the Collateral; and (f) file execute UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only may exercise such powers only after the occurrence and during the continuance of an Event of Default. The Issuer RDI agrees to reimburse Collateral Agent upon demand for any all reasonable costs and expenses, including attorneys’ ' fees, Collateral Agent may incur while acting as the Issuer’s RDI's attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto RDI agrees that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s 's possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person Person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Company hereby irrevocably appoints Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer Company or any third party for failure so to do) any act which the Issuer Company is obligated by this Security Agreement to perform, and to exercise such rights and powers as the Issuer Company might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; (c) make any compromise or settlement, and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve pay any indebtedness of Company relating to the Collateral; (e) pay any indebtedness of Issuer relating to insure, process and preserve the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (ed) prior to the occurrence of an Event of Default and shall only exercise such powers during the continuance of an Event of Default. The Issuer Company agrees to reimburse Collateral Agent upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the IssuerCompany’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunderincluded in the Obligations. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care of the Collateral when in Collateral Agent’s Agent ‘s possession; provided, however, that Collateral Agent shall not be required to make any presentment, demand or protest, or give any notice and need not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Collateral.

Authorized Action by Collateral Agent. The Issuer Pledgor hereby agrees that from time to time, without presentment, notice or demand, and without affecting or impairing in any way the rights of any Secured Party with respect to the Collateral, the obligations of the Pledgor hereunder or the Obligations, the Collateral Agent shall (at the direction of the Required Creditors or any Directing Creditor (as defined in the AGC/NGOP Collateral Agency Agreement), as applicable), but shall incur no liability to the Pledgor or any third party for failure to, take any action which the Pledgor is obligated by this Pledge Agreement to do. Any expenses incurred by the Collateral Agent in taking such action shall be payable by the Pledgor. After the occurrence and during the continuance of a Major Default, the Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Collateral Agent may perform (but Collateral Agent shall not be obligated to and shall incur no liability to the Issuer or any third party for failure so to do) any act which the Issuer is obligated by this Agreement to perform, and to exercise such rights and powers as the Issuer might exercise with respect to the Collateralpowers, including the right without limitation: (i) to (a) collect by legal proceedings or otherwise and endorse, receive and acknowledge receipt for all dividends, interest, payments, proceeds proceeds, and other sums and property now or hereafter payable on or on account of the Collateral; (bii) to vote or consent with respect to the Pledged Securities; (iii) to enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Collateral; Collateral and (civ) to make any compromise or settlement, to pay or discharge taxes, Liens, security interests or other encumbrances and take any action it deems advisable, with respect to the Collateral; (d) insure, process and preserve . To permit the Collateral; (e) pay any indebtedness of Issuer relating to the Collateral; and (f) file UCC financing statements and execute other documents, instruments and agreements required hereunder; provided, however, that Collateral Agent shall not exercise any such powers granted pursuant to subsections (a) through (e) prior to the occurrence of an Event of Default and shall only exercise such powers during voting and consensual rights, to collect, endorse and receive such dividends, interest, payments, proceeds and other sums and property, the continuance of an Event of Default. The Issuer agrees to reimburse Collateral Agent Pledgor shall, if necessary, upon demand for any reasonable costs and expenses, including attorneys’ fees, Collateral Agent may incur while acting as the Issuer’s attorney-in-fact hereunder in perfecting and maintaining the Liens hereunder, all of which costs and expenses are obligations hereunder. It is further agreed and understood between the parties hereto that such care as Collateral Agent gives to the safekeeping of its own property of like kind shall constitute reasonable care written request of the Collateral when in Collateral Agent’s possession; providedAgent (at the direction of the Required Creditors or any Directing Creditor, howeveras applicable), that from time to time, deliver (or cause to be executed and delivered) to the Collateral Agent shall not be required to make any presentmentall such proxies, demand or protest, or give any notice dividend payment orders and need not take any action to preserve any rights against any prior party other instruments as the Collateral Agent (at the direction of the Required Creditors or any other person in connection with the Obligations or with respect to the Collateral.Directing Creditor, as applicable) may reasonably require; and