Common use of Collateral Agent Appointed Attorney-in-Fact Clause in Contracts

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, the Collateral Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligationswhich appointment is coupled with an interest, the Collateral Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time time, upon the occurrence and during the continuation of an Event of Default, in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Eventdiscretion, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to the Collateral Agent; (b) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, indorse and collect any drafts or other instruments instruments, documents and documents Chattel Paper, in connection included in the Collateral;with clauses (a) or (b) above; and (cd) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, the Collateral Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (cSection 2.01(c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Subject to the terms and conditions of the Intercreditor Agreement, each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during discretion, following the occurrence and during the continuance of an Enforcement EventEvent of Default, to take any action and to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including: including (a) to ask forask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; , (b) to receive, indorse endorse, and collect any drafts or other instruments Instruments, Documents and documents Chattel Paper, in connection included in the Collateral; with clause (a) above, (c) to file any claims or take any action or institute any proceedings that which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and , and (d) to execute and file any financing or continuation statementsperform the affirmative obligations of such Grantor hereunder. EACH GRANTOR HEREBY ACKNOWLEDGES, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection RequirementsCONSENTS AND AGREES THAT THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 5.1 IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL BE EFFECTIVE UNTIL THE TERMINATION DATE.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s attorney-in-factfact (such appointment to cease upon the payment in full of the Secured Obligations in accordance with Section 1.02(b) of the Credit Agreement), with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time time, exercisable upon the occurrence and during the continuance of an Event of Default, in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Eventreasonable discretion, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 12, (b) to ask for, demand, collect, xxx sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;, (bc) to receive, indorse and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (a) or (b) above, and (cd) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of the rights of the Collateral Agent with respect to any of the Collateral; and Collateral (d) including, without limitation, to execute prepare and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in Forms with the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject Internal Revenue Service with respect to the Express Perfection Requirements2020 Tax Refund Claim).

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, the Collateral Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement EventEvent of Default, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (cSection 2.01(c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, the Collateral Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement EventEvent of Default and the acceleration of the Loans and such acceleration shall not have been rescinded, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (cSection 2.01(e)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor Borrower hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such GrantorBorrower’s attorney-in-fact, with full authority in the place and stead of such Grantor Borrower and in the name of such Grantor Borrower or otherwise, from time to time in the Collateral Agent’s discretion during discretion, upon the occurrence and during the continuance of a Default or an Enforcement EventEvent of Default, to take any action and to execute any instrument instrument, that the Collateral Agent Agent, in its reasonable judgment, may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) , without limitation, to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts make demand on the Receivables Payor or any Affiliate of any thereof for moneys due and to become all amounts due under the Assigned Agreement to which it is a party, to receive, endorse and collect all instruments made payable to such Borrower representing any payment or other distribution in respect of the Pledged Collateral or any of part thereof and to give full discharge for the Collateral; (b) to receivesame, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the Collateral Agent Agent, in its reasonable judgment, may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce compliance with the terms and conditions of the Assigned Agreement or the rights of the Collateral Agent with respect to any of the Pledged Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. (a) Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s 's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time time, upon the occurrence and during the continuance of an Event of Default or, if the Credit Agreement is no longer in effect, upon the occurrence and during the continuance of an event under a Secured Hedge Agreement or Operating Indebtedness Agreement which permits the respective Hedge Bank or Operating Lender to exercise its remedies thereunder, in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event's discretion, to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable proper to accomplish the purposes of this Agreement, including, without limitation: (ab) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;, (bc) to receive, indorse and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (a) above, and (cd) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem reasonably necessary or proper for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor The Company hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s the Company's attorney-in-fact, with full power of substitution and full authority in the place and stead of such Grantor the Company and in the name of such Grantor the Company or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement EventBank's discretion, to take any action and to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, includingincluding without limitation: (a) after the occurrence and continuance of an Event of Default, to ask forask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse endorse and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (a) above; and (c) to file any claims or take any action or institute any proceedings that which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute . The Company hereby acknowledges, consents and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in agrees that the case power of the Beneficial Interest Collateral provided attorney granted pursuant to Section 2.01 (c)) this Section is irrevocable and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirementscoupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, the Collateral Agent as such Grantor’s 's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s 's discretion during the occurrence and continuance of an Enforcement EventEvent of Default, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (cSection 2.01(e)) and preserve the pledge, assignment and security interest granted hereby; provided, provided that the Collateral Agent’s 's exercise of any such power in this clause (d) shall be subject to the Express Perfection RequirementsSection 2.06(d).

Collateral Agent Appointed Attorney-in-Fact. Each Grantor The Borrower hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s its attorney-in-fact, with full authority in the place and stead of such Grantor the Borrower and in the name of such Grantor the Borrower or otherwise, from time to time in the Collateral Agent’s discretion during 's discretion, following the occurrence and during the continuance of an Enforcement a Specified Event, to take any action and to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask forask, demand, collect, xxx sue for, recover, compromise, receive and give acquittance and receipts anx xeceipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse endorse, and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateralwith CLAUSE (a) above; (c) to file any claims or take any action or institute any proceedings that which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in perform the case affirmative obligations of the Beneficial Interest Collateral provided Borrower hereunder. The Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to Section 2.01 (c)) this Section is irrevocable and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirementscoupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appointsIn accordance with, as security for and to the extent consistent with, the terms of the Secured ObligationsNotes Intercreditor Agreement, each Pledgor hereby appoints the Collateral Agent as such Grantor’s the attorney-in-fact, with full authority in the place and stead fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event, to take taking any action and to execute executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. The Collateral Agent shall have the right, upon the occurrence and during the continuance of this Agreementan Event of Default, including: with full power of substitution either in the Collateral Agent’s name or in the name of such Pledgor, (a) to receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, collect, xxx for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or in respect xxxx of lading relating to any of the Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably appoints, as security for the Secured Obligations, the appoints Collateral Agent as such Grantor’s Pledgor's attorney-in-fact, with full authority in the place and stead of such Grantor Pledgor and in the name of such Grantor Pledgor or otherwise, from time to time in the Collateral Agent’s 's reasonable discretion during the occurrence and continuance of an Enforcement Event, to take any action and to execute any instrument that the instrument, including but not limited to financing and continuation statements, which Collateral Agent may deem necessary or advisable advisable, subject to the terms and conditions of this Agreement, to accomplish the purposes of this Agreement, including: , without limitation, (a) to ask forreceive, endorse and collect all instruments made payable to such Pledgor representing any dividend, principal or interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (b) if an Event of Default shall have occurred and be continuing, to ask, demand, collect, xxx sue for, recover, compromisecompound, receive and give acquittance and receipts recexxxs for moneys due and to become due under or in respect of any of the Pledged Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the which Collateral Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Pledged Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably appoints, as security for the Secured Obligations, the appoints Collateral Agent as such Grantor’s Pledgor's attorney-in-fact, with full authority in the place and stead of such Grantor Pledgor and in the name of such Grantor Pledgor or otherwise, from time to time in the Collateral Agent’s 's reasonable discretion during the occurrence and continuance of an Enforcement Event, to take any action and to execute any instrument that the instrument, including but not limited to financing and continuation statements, which Collateral Agent may deem necessary or advisable advisable, subject to the terms and conditions of this Agreement, to accomplish the purposes of this Agreement, including: , without limitation, (a) to ask forreceive, endorse and collect all instruments made payable to such Pledgor representing any dividend, principal or interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (b) if an Event of Default shall have occurred and be continuing, to ask, demand, collect, xxx forsue xxx, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the which Collateral Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Pledged Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, the Collateral Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement EventEvent of Default, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (cSection 2.01(e)) and preserve the pledge, assignment and security interest granted hereby; provided, provided that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection RequirementsSection 2.06(d).

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, the Collateral Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement EventEvent of Default, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (cSection 2.01(c)) and preserve the pledge, assignment and security interest granted hereby; provided, provided that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection RequirementsSection 2.06(d).

Collateral Agent Appointed Attorney-in-Fact. Each Grantor ------------------------------------------- hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s 's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event's discretion, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 11, (b) to ask for, demand, collect, xxx sue for, recover, compromise, receive and give acquittance and receipts recxxxts for moneys due and to become due under or in respect of any of the Collateral;, (bc) to receive, indorse and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (a) or (b) above, and (cd) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; providedhowever, that the Collateral Agent’s Agent shall not exercise any rights referred to above unless an Event of any such power in this clause (d) shall be subject to the Express Perfection RequirementsDefault has occurred and is continuing.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s attorney-in-attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time time, upon the occurrence and during the continuance of a Default, in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Eventdiscretion, to take any action and to execute any instrument necessary instrument, including those that the Collateral Agent may deem necessary or advisable advisable, to accomplish the purposes of this Agreement, including, without limitation, and subject to the first priority liens granted under the First Lien Security Agreement and the Intercreditor Agreement: (a) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 11, (b) upon the occurrence and during the continuance of an Event of Default, to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;, (bc) upon the occurrence and during the continuance of an Event of Default, to receive, indorse and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (a) or (b) above, and (cd) upon the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably appoints, as security for the Secured Obligations, the constitutes and appoints Collateral Agent as such GrantorPledgor’s true and lawful attorney-in-fact, with full authority in the place and stead of such Grantor Pledgor and in the name of such Grantor Pledgor, Collateral Agent or otherwise, from time to time upon the occurrence and during the continuation of an Event of Default, in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Eventsole discretion, to take any action and to execute any instrument that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask forfile one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without the signature of such Pledgor; (b) to require, ask, demand, collect, xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys any and all monies due and claims for monies due or to become due under or in respect of any of the Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Pledged Collateral; (c) to receive, endorse and collect any checks or other instruments or orders in connection therewith made payable to such Pledgor representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (d) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Pledged Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each For valuable consideration, each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent or any Receiver (as defined in Section 15(a)) appointed by the Collateral Agent pursuant to this Agreement such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time time, upon the occurrence and during the continuance of an Event of Default, in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Eventor such Receiver’s discretion, to take any action and to execute any instrument that the Collateral Agent or such Receiver may deem necessary or advisable to accomplish the purposes of this AgreementAgreement (in accordance with this Agreement and each other applicable Loan Document), including, without limitation: (a) to obtain and adjust insurance required to be paid to the Collateral Agent; (b) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, indorse endorse and collect any drafts or other instruments instruments, documents and documents Chattel Paper, in connection included in the Collateral;with clause (a) or (b) above; and (cd) to file any claims or take any action or institute any proceedings that the Collateral Agent or such Receiver may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in as directed by the Collateral Agent’s discretion during , upon the occurrence and continuance direction of an Enforcement Eventthe Secured Parties, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this AgreementAgreement after the occurrence and during the continuance of an Event of Default, including, without limitation: (a) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 10 hereof; (b) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the CollateralCollateral including, without limitation, to receive, endorse and collect all instruments made payable to such Grantor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; (bc) to receive, indorse and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (a) or (b) above; and (cd) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable (at the direction of the Secured Parties) for the collection of any of the Collateral or otherwise to enforce the compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s 's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time time, in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event's discretion, to take any action and to execute any instrument that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to, upon the occurrence and during the continuance of an Event of Default, obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 10, (b) to, upon the occurrence and during the continuance of an Event of Default, ask for, demand, collect, xxx sue for, recover, compromise, receive and give acquittance acquittaxxx and receipts for moneys due and to become due under or in respect of any of the Collateral;, (bc) to to, upon the occurrence and during the continuance of an Event of Default, receive, indorse and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (a) or (b) above, and (cd) to to, upon the occurrence and during the continuance of an Event of Default, file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor The Pledgor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s the Pledgor's attorney-in-fact, with full authority in the place and stead of such Grantor the Pledgor and in the name of such Grantor the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event's discretion, to take any action and to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, includingincluding without limitation: (a) during the effectiveness of a Notice of Acceleration, to ask forask, demand, collect, xxx sue for, recover, compromise, receive and give acquittance and xxx receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse endorse, and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with CLAUSE (a) above; and (c) during the effectiveness of a Notice of Acceleration, to file any claims or take any action or institute any proceedings that which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute . The Pledgor hereby acknowledges, consents and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in agrees that the case power of the Beneficial Interest Collateral provided attorney granted pursuant to Section 2.01 (c)) this Section is irrevocable and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirementscoupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. Each The Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such the Grantor’s 's attorney-in-fact, with full authority in the place and stead of such the Grantor and in the name of such the Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event's discretion, to take any action and to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: (a) after the occurrence and during the continuance of any Security Event of Default, to ask forask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) after the occurrence and during the continuance of any Security Event of Default, to receive, indorse endorse, and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateralwith clause (a) above; (c) after the occurrence and during the continuance of any Security Event of Default, to file any claims or take any action or institute any proceedings that which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in perform the case affirmative obligations of the Beneficial Interest Collateral provided Grantor hereunder (including all obligations of the Grantor pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor The Pledgor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s the Pledgor's attorney-in-fact, with full authority in the place and stead of such Grantor the Pledgor and in the name of such Grantor the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event's discretion, to take any action and to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, includingincluding without limitation: (a) after the occurrence and continuance of any Security Event of Default, to ask forask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) after the occurrence and during the continuance of any Security Event of Default, to receive, indorse endorse and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (a) above; and (c) after the occurrence and during the continuance of any Security Event of Default, to file any claims or take any action or institute any proceedings that which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute . The Pledgor hereby acknowledges, consents and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in agrees that the case power of the Beneficial Interest Collateral provided attorney granted pursuant to Section 2.01 (c)) this Section is irrevocable and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirementscoupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s the attorney-in-fact, with full authority in the place and stead fact of such Grantor for the purpose of carrying out the provisions of this Agreement and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event, to take taking any action and to execute executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of this Agreementan Event of Default, including: which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to ask forreceive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, xxx forreceive payment of, recover, compromise, receive give receipt for and give acquittance discharges and receipts for moneys due and to become due under releases of all or in respect of any of the Collateral; (b) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; ; (c) to file any claims or take any action or institute any proceedings that sign the Collateral Agent may deem necessary for the collection name of any Grantor on any invoice or xxxx of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect lading relating to any of the Collateral; and (d) to execute and file send verifications of Accounts Receivable to any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.Account Debtor;

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s 's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during 's discretion, following the occurrence and during the continuance of an Enforcement EventEvent of Default and notice to such Grantor, to take any action and to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including: (a) to ask forask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse endorse, and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateralwith clause (a) above; (c) to file any claims or take any action or institute any proceedings that which the Collateral Agent may deem necessary or desirable for the collection of any of the such Grantor's Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the such Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and perform the affirmative obligations of such other instruments or notices, as may be necessary, in order to perfect Grantor hereunder (except in the case including all obligations of the Beneficial Interest Collateral provided such Grantor pursuant to Section 2.01 (cSection 4.8)) . Such Grantor hereby acknowledges, consents and preserve the pledge, assignment and security interest granted hereby; provided, agrees that the Collateral Agent’s exercise power of any such power in attorney granted pursuant to this clause (d) shall be subject to the Express Perfection RequirementsSection is irrevocable and coupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s 's attorney-in-factfact (which appointment shall be irrevocable and deemed coupled with an interest), with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion 's discretion, but at each Grantor's expense, upon and during the occurrence and continuance continuation of an Enforcement EventEvent of Default, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to ask forobtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 12, (b) to ask, demand, collect, xxx sue for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;, (bc) to receive, indorse endorse, and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (i) or (ii) above, (cd) to sell, transfer, assign or otherwise deal in or with the Collateral or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, (e) to extend the time of payment of any or all of the Collateral and to make any allowance and other adjustments with reference thereto, (f) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Securities or any part thereof and to give full discharge for the same, and (g) to file or settle, compromise, prosecute or defend any claims claims, actions or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of or desirable to collect any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.'s rights with respect thereto;

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s attorney-in-attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time time, upon the occurrence and during the continuance of a Default, in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Eventdiscretion, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 11, (b) upon the occurrence and during the continuance of an Event of Default, to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;, (bc) upon the occurrence and during the continuance of an Event of Default, to receive, indorse and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (a) or (b) above, and (cd) upon the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s attorney-in-fact, with full authority authority, subject with respect to any Collateral constituting Second Lien Collateral, to the terms of the Intercreditor Agreement, in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during discretion, upon the occurrence and during the continuance of an Enforcement EventEvent of Default, to take any action and to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to ask forask, demand, collect, xxx sxx for, recover, compromise, compromise and receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse endorse and collect any drafts or other instruments Instruments, Documents and documents Chattel Paper, in connection included in the Collateralwith clause (a) above; (c) to file any claims or take any action or institute any proceedings that which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and perform the affirmative obligations of such other instruments or notices, as may be necessary, in order to perfect Grantor hereunder (except in the case including all obligations of the Beneficial Interest Collateral provided such Grantor pursuant to Section 2.01 (cSection 4.6)) . Such Grantor hereby acknowledges, consents and preserve the pledge, assignment and security interest granted hereby; provided, agrees that the Collateral Agent’s exercise power of any such power in attorney granted pursuant to this clause (d) shall be subject to the Express Perfection RequirementsSection is irrevocable and coupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s 's attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during 's discretion, following the occurrence and continuance continuation of an Enforcement EventEvent of Default, to take any action action, and to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Pledge and Security Agreement, including: (a) to ask forask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, indorse endorse, and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateralwith CLAUSE (a) above; (c) to file any claims or take any action or institute any proceedings that which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and perform the affirmative obligations of such other instruments or notices, as may be necessary, in order to perfect Grantor hereunder (except in the case including all obligations of the Beneficial Interest Collateral provided such Grantor pursuant to Section 2.01 (cSECTION 4.10)) . Such Grantor hereby acknowledges, consents and preserve the pledge, assignment and security interest granted hereby; provided, agrees that the Collateral Agent’s exercise power of any such power in attorney granted pursuant to this clause (d) shall be subject to the Express Perfection RequirementsSection is irrevocable and coupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s attorney-in-factfact (which appointment shall be irrevocable and deemed coupled with an interest), with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion discretion, upon and during the occurrence and continuance of an Enforcement EventSecured Debt Default and upon prior written notice to the Borrower by the Collateral Agent in accordance with the DIP Refinancing Order, to take any action and to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (ai) to ask forobtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 11, (ii) to ask, demand, collect, xxx for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;, (biii) to receive, indorse endorse, and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (i) or (ii) above, (civ) to receive, endorse and collect all instruments made payable to the Grantors representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, (v) to exercise on behalf of each Grantor any rights, privileges and remedies under the Leveraged Lease Documents and to tender performance and take any other actions incidental thereto; and (vi) to file any claims or take any action or institute any proceedings that which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.

Collateral Agent Appointed Attorney-in-Fact. Each -------------------------------------------- Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent as such Grantor’s attorney-in's attorney -in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event's discretion, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to Section 11, (b) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;, (bc) to receive, indorse and collect any drafts or other instruments instruments, documents and documents chattel paper, in connection included in the Collateral;with clause (a) or (b) above, and (cd) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; providedhowever, that the Collateral Agent’s Agent shall not exercise any rights referred to above unless an Event of any such power in this clause (d) shall be subject to the Express Perfection RequirementsDefault has occurred and is continuing.

Collateral Agent Appointed Attorney-in-Fact. Each For valuable consideration, each Grantor hereby irrevocably appoints, as security for the Secured Obligations, appoints the Collateral Agent or any Receiver (as defined in Section 16(a)) appointed by the Collateral Agent pursuant to this Agreement such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time time, upon the occurrence and during the continuance of an Event of Default, in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Eventor such Receiver’s discretion, to take any action and to execute any instrument that the Applicable Collateral Agent or such Receiver may deem necessary or advisable to accomplish the purposes of this AgreementAgreement (in accordance with this Agreement and each other applicable Secured Document), including, without limitation: (a) to obtain and adjust insurance required to be paid to the Collateral Agent; (b) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, indorse endorse and collect any drafts or other instruments instruments, documents and documents Chattel Paper, in connection included in the Collateral;with clause (a) or (b) above; and (cd) to file any claims or take any action or institute any proceedings that the Collateral Agent or such Receiver may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral; and (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01 (c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.