Common use of General Authority of the Collateral Agent over the Collateral Clause in Contracts

General Authority of the Collateral Agent over the Collateral. (a) By acceptance of the benefits of this Agreement and the Collateral Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Collateral Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Collateral Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Collateral Documents. (b) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement and the other Loan Documents; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Loan Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Documents.

General Authority of the Collateral Agent over the Collateral. (a) Each Grantor hereby appoints the Collateral Agent as its true and lawful attorney-in-fact for the purpose of taking any action and executing any and all documents and instruments that the Collateral Agent may deem necessary or desirable to carry out the terms of this Agreement and the Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof in accordance with the terms of this Agreement and the other Loan Documents. (b) By acceptance of the benefits of this Agreement and the Collateral Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Collateral Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Security Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Collateral Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Collateral Security Documents. (bc) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement and the other Loan DocumentsAgreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Loan Security Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Security Documents.

General Authority of the Collateral Agent over the Collateral. (a) Until the termination of this Agreement pursuant to Section 7.11, subject to the provisions herein, each Grantor hereby appoints the Collateral Agent as its true and lawful attorney-in-fact for the purpose, during the continuance of an Event of Default, of taking any action and executing any and all documents and instruments that the Collateral Agent may deem necessary to carry out the terms of this Agreement and accomplish the purposes hereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. (b) By acceptance of the benefits of this Agreement and the Collateral Security Documents, : each Secured Party shall be deemed irrevocably (i1) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Collateral other Security Documents, (ii2) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral other Security Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii3) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Collateral other Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv4) to agree to be bound by the terms of this Agreement and the Collateral other Security Documents. (bc) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement and the other Loan DocumentsAgreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Loan Security Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Security Documents.

General Authority of the Collateral Agent over the Collateral. (a) . (a) Until the termination of this Agreement pursuant to Section 7.11, subject to the provisions herein, each Grantor hereby appoints the Collateral Agent as its true and lawful attorney-in-fact for the purpose, during the continuance of an Event of Default, of taking any action and executing any and all documents and instruments that the Collateral Agent may deem necessary to carry out the terms of this Agreement and accomplish the purposes hereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. (b) By acceptance of the benefits of this Agreement and the Collateral Security Documents, : each Secured Party shall be deemed irrevocably (i1) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Collateral other Security Documents, (ii2) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral other Security Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii3) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Collateral other Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv4) to agree to be bound by the terms of this Agreement and the Collateral other Security Documents. (bc) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement and the other Loan DocumentsAgreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Loan Security Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Security Documents.

General Authority of the Collateral Agent over the Collateral. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its or his own name, from time to time in the Collateral Agent's discretion to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement and the Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents. (b) By acceptance of the benefits of this Agreement and the Collateral Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Collateral Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Security Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Collateral Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Collateral Security Documents. (bc) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”"COLLATERAL ESTATE") under and subject to the conditions set forth in this Agreement and the other Loan DocumentsAgreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Loan Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Security Documents, subject to the limits set forth in the Security Documents. It is understood and agreed that the Cash Collateral Agreement (as defined in the L/C Agreement) and the cash collateral agreement referred to in Section 2.06 of the ESD Agreement shall not constitute Security Documents and the cash collateral accounts established pursuant thereto and the deposits made therein and investments made from time to time with such deposits and earnings thereon shall not constitute Collateral. It is also understood and agreed that Collateral shall not include Excluded Foreign Collateral.

General Authority of the Collateral Agent over the Collateral. (a) By acceptance of the benefits of this Agreement Each Grantor hereby irrevocably constitutes and the Collateral Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its agent hereunder true and under lawful attorney-in-fact with full power and authority in its or his own name at any time when a Notice of Acceleration is in effect (and at any time in connection with the creation and perfection of security interests in the Collateral), from time to time in the Collateral DocumentsAgent’s discretion, (ii) subject to confirm that the Collateral Agent shall have the authority Section 2.1, to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any and all appropriate action and to enforce execute any provisions of this Agreement and all documents and instruments which may be necessary or any Collateral Document against any Grantor or desirable to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by carry out the terms of this Agreement and the other Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Documents. (b) The Agent, subject to Section 2.1, the power and right on behalf of such Grantor, without notice to or further assent by any Grantor to take any Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and Enforcement Actions permitted under the Collateral Security Documents and to do, at its option and at the Collateral granted to expense and for the account of Grantors, all acts and things which the Collateral Agent thereunder whether now existing deems necessary or hereafter arising (all appropriate to protect or preserve the Collateral and to realize upon the Collateral in accordance with the provisions of the Security Documents. Notwithstanding the foregoing, so long as no Notice of Acceleration is in effect, upon the direction of the Applicable Directing Parties, as provided herein, the Collateral Agent shall take such rightactions as are permitted by this Agreement or the other Security Documents. Such actions may include, title but are not limited to, taking action to create and interest being hereinafter referred to as perfect the “Collateral Estate”) under and subject Liens granted pursuant to the conditions set forth Security Documents in accordance with the Secured Instruments, this Agreement and the other Loan Security Documents; , releases of Liens on the Collateral in accordance with this Agreement, receipt and delivery of information required to be delivered pursuant to this Agreement and the other Security Documents and to accept deposits to and make withdrawals from the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject Account and to the limitations and priorities set forth herein and invest amounts therein in the respective Loan Documents) and as security for the performance of and compliance each case in accordance with the covenants and conditions terms of this Agreement and each of the Loan other Security Documents.

General Authority of the Collateral Agent over the Collateral. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its or his own name, from time to time in the Collateral Agent's discretion to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement and the Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents. (b) By acceptance of the benefits of this Agreement and the Collateral Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Collateral Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Security Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Collateral Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Collateral Security Documents. (bc) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “"Collateral Estate”") under and subject to the conditions set forth in this Agreement and the other Loan DocumentsAgreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Loan Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Security Documents, subject to the limits set forth in the Security Documents. It is understood and agreed that the Cash Collateral Agreement (as defined in the L/C Agreement) and the cash collateral agreement referred to in Section 2.06 of the ESD Agreement shall not constitute Security Documents and the cash collateral accounts established pursuant thereto and the deposits made therein and investments made from time to time with such deposits and earnings thereon shall not constitute Collateral.

General Authority of the Collateral Agent over the Collateral. (a) By acceptance of the benefits of this Agreement Borrower hereby irrevocably constitute and the Collateral Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of appoint the Collateral Agent and any officer or agent thereof, with full power of substitution as its agent hereunder among such officers and under agents, as their true and lawful attorney-in-fact with full power and authority, if a Notice of Suspension has been delivered to the Collateral DocumentsDepositary and until such Notice of Suspension has been withdrawn, (ii) to confirm that in the Collateral name of the Administrative Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Documents directly against any Grantor Lenders, or the exercise of remedies hereunder or thereunderin its own name, (iii) from time to agree that such Secured Party shall not time to take any and all appropriate action and to enforce execute any provisions of this Agreement and all documents and instruments which may be necessary or any Collateral Document against any Grantor desirable to carry out or to exercise any remedy hereunder or thereunder and (iv) to agree cause to be bound by carried out the terms of this Agreement and/or the other Collateral Documents (but subject to the terms hereof and thereof) and to accomplish the purposes hereof and thereof; and, without limiting the generality of the foregoing, Borrower hereby gives the Collateral Agent, during any Event of Default, the power and right on behalf of Borrower, without notice to or further assent by Borrower, to: (i) ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due upon, or in connection with, the Collateral; (ii) receive, take, endorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments taken or received by the Collateral Agent as, or in connection with, the Collateral; (iii) commence, prosecute, defend, settle, compromise or adjust any claim, suit, action or proceeding with respect to, or in connection with, the Collateral; (iv) sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof; (v) exercise all remedies provided for by this Agreement or the other Collateral Documents; and (vi) do, at its option for the account of the Administrative Agent and the Lenders, at any time or from time to time, all acts and things which the Collateral Agent reasonably deems necessary to cause perfection of the liens and security interests of the Collateral Agent in the Collateral, to protect or preserve the Collateral and to realize upon the Collateral in each case in accordance with the Collateral Documents. (b) The Collateral Agent . To the maximum extent permitted by law, the Borrower hereby agrees ratifies all that it holds said attorneys-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and will hold all of its rightshall, title and interest in, to and under the Collateral Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to so long as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement and the other Loan Documents; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject to the limitations are outstanding, be irrevocable and priorities set forth herein and in the respective Loan Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Documentsthereafter be deemed revoked.

General Authority of the Collateral Agent over the Collateral. (a) Each Grantor hereby appoints the Collateral Agent as its true and lawful attorney-in-fact for the purpose of taking any action and executing any and all documents and instruments that the Collateral Agent may deem necessary or desirable to carry out the terms of this Agreement and the Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents. (b) By acceptance of the benefits of this Agreement and the Collateral Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Collateral Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Security Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Collateral Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Collateral Security Documents. (bc) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement and the other Loan DocumentsAgreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Loan Security Documents, including with respect to Restricted Collateral) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Security Documents.

General Authority of the Collateral Agent over the Collateral. (a) By acceptance of the benefits of this Agreement Each Grantor hereby irrevocably constitutes and the Collateral Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its agent hereunder true and under lawful attorney-in-fact with full power and authority in its or his own name at any time when a Notice of Acceleration is in effect (and at any time in connection with the creation and perfection of security interests in the Collateral), from time to time in the Collateral DocumentsAgent's discretion, (ii) subject to confirm that the Collateral Agent shall have the authority Section 2.1, to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any and all appropriate action and to enforce execute any provisions of this Agreement and all documents and instruments which may be necessary or any Collateral Document against any Grantor or desirable to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by carry out the terms of this Agreement and the other Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Documents. (b) The Agent, subject to Section 2.1, the power and right on behalf of such Grantor, without notice to or further assent by any Grantor to take any Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and Enforcement Actions permitted under the Collateral Security Documents and to do, at its option and at the Collateral granted to expense and for the account of Grantors, all acts and things which the Collateral Agent thereunder whether now existing deems necessary or hereafter arising (all appropriate to protect or preserve the Collateral and to realize upon the Collateral in accordance with the provisions of the Security Documents. Notwithstanding the foregoing, so long as no Notice of Acceleration is in effect, upon the direction of the Applicable Directing Parties, as provided herein, the Collateral Agent shall take such rightactions as are permitted by this Agreement or the other Security Documents. Such actions may include, title but are not limited to, taking action to create and interest being hereinafter referred to as perfect the “Collateral Estate”) under and subject Liens granted pursuant to the conditions set forth Security Documents in accordance with the Primary Secured Instruments, this Agreement and the other Loan Security Documents; , releases of Liens on the Collateral in accordance with this Agreement, receipt and delivery of information required to be delivered pursuant to this Agreement and the other Security Documents and to accept deposits to and make withdrawals from the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject Account and to the limitations and priorities set forth herein and invest amounts therein in the respective Loan Documents) and as security for the performance of and compliance each case in accordance with the covenants and conditions terms of this Agreement and each of the Loan other Security Documents.

General Authority of the Collateral Agent over the Collateral. (a) By acceptance of the benefits of this Agreement Each Grantor hereby irrevocably constitutes and appoints the Collateral DocumentsAgent and any officer or agent thereof, each Secured Party shall be deemed irrevocably with full power of substitution, as its true and lawful attorney in fact with full power and authority in such Grantor’s name, to (ix) at any time the Collateral Agent is entitled to consent perform the agreements of such Grantor hereunder pursuant to the appointment Section 4.07 (Rights of the Collateral Agent as its agent hereunder and under to Perform in Lieu of Grantors), take any action permitted pursuant to Section 4.07 (Rights of the Collateral DocumentsAgent to Perform in Lieu of Grantors), and (iiy) from time to confirm time, so long as any Event of Default has occurred and is continuing, take any and all appropriate action and execute any and all documents and instruments that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Documents directly against any Grantor Agent, DOE or the exercise of remedies hereunder Secured Parties may deem necessary or thereunder, (iii) advisable to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Collateral Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by carry out the terms of this Agreement and the Financing Documents, or accomplish the purposes hereof and thereof, including: (a) to take any Collateral Documents.Enforcement Actions as is directed by DOE in a Collateral Action Notice; (b) The to obtain and adjust insurance required to be paid obtained by any Grantor or to the Collateral Agent hereby agrees that it holds pursuant to the terms of the Financing Documents; (c) to ask for, demand, collect, sue for, recover, compound, receive and will hold give acquittance and receipts for any and all moneys and claims for moneys due and to become due under or in connection with the Collateral (including insurance policies); (d) to elect remedies thereunder and to receive, indorse and collect any drafts or other instruments, documents and chattel paper in connection therewith, to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of its the Collateral, or any part thereof, unless a bond or other security reasonably satisfactory to the Collateral Agent has been provided; (e) to sign any document which may be required by the United States Patent and Trademark Office, United States Copyright Office or similar registrar in order to effect an absolute assignment of all right, title and interest inin the Project IP that is registered with, issued by, or applied for with the United States Patent and Trademark Office, United States Copyright Office or similar registrar, and record the same; (f) to file any claims or take any action or institute any proceedings that the Collateral Agent acting in accordance with the Financing Documents or DOE may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of the Pledged Agreements, Project Documents or this Agreement and upon foreclosure and to the extent provided herein or in any Financing Document, to do any and under the Collateral Documents and the Collateral granted every act which such Grantor may do on its behalf with respect to the Collateral Agent thereunder whether now existing or hereafter arising (any part thereof and to exercise any or all of such right, title Grantor’s rights and interest being hereinafter referred to as remedies under any or all of the “Collateral Estate”) under and subject to the conditions set forth in this Agreement and the other Loan Pledged Agreements or Project Documents; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of and (g) to do, at DOE’s or the Secured Parties, as security ’ direction and at the expense and for the enforcement account of each Grantor, all acts and things which are necessary to protect or preserve the Collateral and to realize upon the Collateral in accordance with the provisions of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Loan Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Security Documents.

General Authority of the Collateral Agent over the Collateral. (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its or his own name, from time to time in the Collateral Agent's discretion to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement and the Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents. (b) By acceptance of the benefits of this Agreement and the Collateral Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Collateral Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Security Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Collateral Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Collateral Security Documents. (bc) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “"Collateral Estate”") under and subject to the conditions set forth in this Agreement and the other Loan DocumentsAgreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Loan Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Security Documents, subject to the limits set forth in the Security Documents.

General Authority of the Collateral Agent over the Collateral. (a) Subject to the provisions herein, each Grantor hereby appoints the Collateral Agent as its true and lawful attorney-in-fact for the purpose, during the continuance of an Event of Default, of taking any action and executing any and all documents and instruments that the Collateral Agent may deem necessary to carry out the terms of this Agreement and accomplish the purposes hereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. (b) By acceptance of the benefits of this Agreement and the Collateral Security Documents, : each Secured Party shall be deemed irrevocably (i1) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Collateral Security Documents, (ii2) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Security Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii3) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Collateral Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv4) to agree to be bound by the terms of this Agreement and the Collateral Security Documents. (bc) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement and the other Loan DocumentsAgreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, as security for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Loan Security Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Security Documents.

General Authority of the Collateral Agent over the Collateral. (a) Each Grantor hereby appoints the Collateral Agent as its true and lawful attorney-in-fact for the purpose of taking any action and executing any and all documents and instruments that the Collateral Agent may deem necessary or desirable to carry out the terms of this Agreement and the other Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents. (b) By acceptance of the benefits of this Agreement and the Collateral Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Collateral Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Collateral Security Documents directly against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action (other than through the Collateral Agent) to enforce any provisions of this Agreement or any Collateral other Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Collateral Security Documents. (bc) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “"Collateral Estate”") under and subject to the conditions set forth in this Agreement and the other Loan Security Documents; and the Collateral Agent further agrees that it will hold such Collateral Estate in trust for the benefit of the relevant Secured Parties, as security for the enforcement of the payment of all Secured Obligations secured by the relevant Collateral (subject to the limitations and priorities set forth herein and in the respective Loan Security Documents, including with respect to Restricted Collateral) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Security Documents.

General Authority of the Collateral Agent over the Collateral. (a) By acceptance In consideration of the benefits Loan Parties granting or agreeing to grant the security under the Security Documents and the Bond Security Documents, and the other Secured Parties agreeing to the terms of this Agreement and the Collateral DocumentsAgreement, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Collateral Documentshereunder, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent (or to the extent Section 6.17 is applicable, joint creditor) of such Secured Party for enforcement of any provisions of this Agreement Agreement, the Security Documents and the Collateral Bond Security Documents directly against any Grantor Loan Party or the exercise of remedies hereunder or thereunder, (iii) to agree that that, except as provided in this Agreement, such Secured Party shall not not, unless requested to by the Collateral Agent, take any action to enforce any provisions of this Agreement any Security Document or any Collateral Bond Security Document against any Grantor Loan Party or to exercise any remedy hereunder or thereunder and thereunder, (iv) to agree to be bound by the terms of this Agreement, and (v) to authorize the Collateral Agent to perform such duties and exercise such rights and powers under this Agreement, the Security Documents and the Bond Security Documents as are delegated to the Collateral Agent hereunder or thereunder, together with such rights and powers as are reasonably incidental thereto. By acceptance of, and as a condition to participating in, the benefits of this Agreement and the Bond Security Documents, each Bond Creditor shall be deemed to have irrevocably agreed to and further shall be deemed irreversibly to authorize the Collateral DocumentsAgent to enter into the Bond Security Documents on its behalf (or in its capacity as joint creditor under Section 6.17 with the Bond Creditors). The Senior Note Trustee on behalf of the Bond Creditors irrevocably agrees and authorizes the Collateral Agent to enter into the Bond Security Documents on its behalf or in its capacity as joint creditor with the Bond Creditors under Section 6.17. (b) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Collateral Security Documents and the Bond Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising arising, and whether or not the Collateral Agent is referred to as holding such Collateral as trustee or agent (all such right, title and interest being hereinafter referred to as the “Collateral Estate”"COLLATERAL ESTATE") under and subject to the conditions set forth in this Agreement and the other Loan DocumentsAgreement; and the Collateral Agent further agrees that it will hold such Collateral Estate on trust or, to the extent required by applicable local law, as agent (or as agent or proxy for the Security Agent in the case of the German security trust agreement entered into in connection with the Credit Agreement and any security relating thereto) for the benefit of the relevant Secured Parties, as security for the enforcement of the payment of all Secured Obligations secured by the relevant Collateral (subject to the limitations and priorities set forth herein and in the respective Loan Security Documents and the Bond Security Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Loan Security Documents and the Bond Security Documents. (c) The provisions of this Agreement, to the extent relating to the Senior Agreement Creditors and the Loan Parties are in addition to those set out in the Priority Agreement. Except to the extent inconsistent with the terms of this Agreement, the terms of the Priority Agreement continue to govern the agreement between the Senior Agreement Creditors and the Loan Parties with respect to the matters provided for therein.