Common use of Secured Party's Appointment as Attorney Clause in Contracts

Secured Party's Appointment as Attorney. in-Fact; Performance by Secured Party. (a) Subject to Section 6(b) below, Grantor hereby irrevocably constitutes and appoints Secured Party, and any officer or agent of Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full, irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time at Secured Party’s discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives Secured Party the power and right, on behalf of Grantor, without notice to or assent by Grantor to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due or to become due under any Collateral and, in the name of Grantor, in its own name or otherwise to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies due under any Collateral and to file any claim or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies due under any Collateral whenever payable; (ii) to pay or discharge any Liens, including, without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of Secured Party and not Grantor; (iii) to (1) direct any person liable for any payment under or in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder directly to Secured Party or as Secured Party shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral, (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with any Collateral, (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (5) defend any suit, action or proceeding brought against Grantor with respect to any Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above, and in connection therewith, give such discharges or releases as Secured Party may deem appropriate, (7) license, or, to the extent permitted by an applicable License, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for such term or terms, on such conditions and in such manner as Secured Party shall in its discretion determine and (8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes; and (iv) to do, at Secured Party’s option and Grantor’s expense, at any time, or from time to time, all acts and things which Secured Party may reasonably deem necessary to protect, preserve or realize upon the Collateral and Secured Party’s security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as Grantor might do. (b) Secured Party agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney or any rights granted to Secured Party pursuant to this Section 6. Grantor hereby ratifies, to the extent permitted by law, all that said attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full and Secured Party no longer has any commitment to make any Loans to Grantor. (c) If Grantor fails to perform or comply with any of its agreements contained herein and Secured Party, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of Secured Party incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the highest per annum rate of interest charged on the Loans, shall be payable by Grantor to Secured Party within five (5) business days of demand and shall constitute Secured Obligations secured hereby.

Secured Party's Appointment as Attorney. in-Fact; Performance by Secured Party, etc. (a) Subject to Section 6(b) below, Grantor hereby irrevocably constitutes and appoints Secured Party, Party and any officer or agent of Secured Partythereof, with full power of substitution, as its true and lawful attorney-in-fact with full, full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time at Secured Party’s discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, Grantor hereby gives Secured Party the power and right, on behalf of Grantor, without notice to or assent by Grantor Grantor, to do any or all of the followingfollowing at any time upon the occurrence and during the continuation of an Event of Default: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due or to become due under any Collateral and, in the name of Grantor, in Grantor or its own name name, or otherwise to otherwise, take possession of, endorse of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies moneys due under any Receivable or with respect to any Contract Right or other Collateral and to file any claim or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies moneys due under any Receivable or with respect to any Contract Right or other Collateral whenever payable; (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as Secured Party may request to evidence Secured Party's security interest in such Intellectual Property and the goodwill and general intangibles of Grantor relating thereto or represented thereby; (iii) pay or discharge any Liens, including, without limitation, any tax lien, taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of Secured Party and not Grantor; (iiiiv) execute, in connection with any sale provided for in Section 5.6, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; (1A) direct any person party liable for any payment under or in respect of any of the Collateral to make payment of any and all monies moneys due or to become due thereunder directly to Secured Party or as Secured Party shall direct; (B) ask for or demand, (2) collect, and receive payment of and receipt for, any and all moniesmoneys, claims and other amounts due or to become due at any time in respect of or arising out of or in respect of any Collateral, ; (3C) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with any of the Collateral, ; (4D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction that Secured Party deems advisable to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral, ; (5E) defend any suit, action or proceeding brought against Grantor with respect to any Collateral, Collateral that Secured Party deems advisable; (6F) settle, compromise or adjust any such suit, action or proceeding described aboveand, and in connection therewith, give such discharges or releases as Secured Party may deem appropriate; (G) assign any Intellectual Property (along with the goodwill of the business to which any such Intellectual Property pertains), (7) license, or, to the extent permitted by an applicable License, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for such term or terms, on such conditions conditions, and in such manner manner, as Secured Party shall in its sole discretion determine determine; and (8) H) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes; and (iv) to , and do, at Secured Party’s 's option and Grantor’s 's expense, at any time, or from time to time, all acts and things which Secured Party may reasonably deem deems necessary to protect, preserve or realize upon the Collateral and Secured Party’s 's security interest interests therein in order and to effect the intent of this Security Agreement, all as fully and effectively as Grantor might do; and (vi) license or sublicense whether on an exclusive or non-exclusive basis, any Intellectual Property for such term and on such conditions and in such manner as Secured Party shall in its sole judgment determine and, in connection therewith, Grantor hereby grants to Secured Party for the benefit of the Secured Party a royalty-free, world-wide irrevocable license of its Intellectual Property. (b) Secured Party agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney or any rights granted to Secured Party pursuant to this Section 6. Grantor hereby ratifies, to the extent permitted by law, all that said attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full and Secured Party no longer has any commitment to make any Loans to Grantor. (c) If Grantor fails to perform or comply with any of its agreements contained herein and herein, Secured Party, as provided for by the terms of this Security Agreementat its option, shall but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, . (c) The expenses of Secured Party incurred in connection with such performance or complianceactions undertaken as provided in this Section 6.1, together with interest thereon at a rate of interest per annum equal to the highest rate per annum rate of at which interest charged would then be payable on the LoansDebt at the Overdue Interest Rate under the Note Agreement, from the date of payment by Secured Party to the date reimbursed by the relevant Grantor, shall be payable by Grantor to Secured Party within five on demand. (5d) business days of demand Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and shall constitute Secured Obligations secured herebyagencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Secured Party's Appointment as Attorney. in-Fact; Performance by Secured Party. (a) Subject to Section 6(b) below, Grantor The Debtor hereby irrevocably constitutes and appoints the Secured Party, Party and any officer or agent of Secured Partythereof, with full power of substitution, as its true and lawful attorney-in-fact with full, full irrevocable power and authority in the place and stead of Grantor the Debtor and in the name of Grantor the Debtor or in its own name, from time to time at in the Secured Party’s 's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable in the judgment of the Secured Party to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of Grantor, the Debtor without notice to or assent by Grantor the Debtor, to do the following: (i) upon the occurrence and continuance of a Default, to ask, demand, collect, receive and give acquittances and receipts for any and all monies due or and to become due due, or any performance to be rendered, under any Collateral the Amended Power Contracts, PSA or PPA and, in the name of Grantor, in the Debtor or its own name or otherwise otherwise, to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies due under any Amended Power Contracts, PSA or PPA with respect to the Collateral and to file any claim or to take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such monies due or securing any performance to be rendered under any Collateral whenever payablethe Amended Power Contracts, PSA or PPA; (ii) to pay or discharge any Lienstaxes, includingliens, without limitation, any tax lien, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of Secured Party and not Grantor; (iii) upon the occurrence and continuance of any Default, (A) to (1) direct any person party liable for any payment or performance under or in respect of any of the Collateral Amended Power Contracts to make payment of any and all monies due or and to become due thereunder with respect to the Collateral or to render any performance provided for therein directly to the Secured Party or as the Secured Party shall direct, ; (2B) to receive payment of and receipt for any and all monies, claims monies and other amounts due or and to become due at any time arising out of or in with respect of any to the Collateral, ; (3C) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with any Collateral, (4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof or Proceeds relating thereto and to enforce any other right in respect of any Collateral, ; (5D) to defend any suit, action or proceeding brought against Grantor the Debtor with respect to any CollateralCollateral (it being understood that Debtor shall have the right to participate in the defense of any suit, action or proceeding); (6E) to settle, compromise or adjust any suit, action or proceeding described aboveabove and, and in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate, (7) license, or, to the extent permitted by an applicable License, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for such term or terms, on such conditions and in such manner as Secured Party shall in its discretion determine ; and (8) F) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes; and (iv) , and to do, at the Secured Party’s 's option and Grantor’s the Debtor's expense, at any time, or from time to time, all acts and things which the Secured Party may reasonably deem deems necessary to protect, preserve or realize upon the Collateral and the security interest purported to be created therein in favor of the Secured Party’s security interest therein , in order to effect the intent of this Security Agreement, all as fully and effectively as Grantor the Debtor might do. (b) Secured Party agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney or any rights granted to Secured Party pursuant to this Section 6. Grantor hereby ratifies, to the extent permitted by law, all that said attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to under this Section 6 Security Agreement is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full and Secured Party no longer has any commitment to make any Loans to Grantorirrevocable. (cb) If Grantor fails The powers conferred on the Secured Party hereunder are solely to perform or comply with protect the interests of the Secured Party in the Collateral and shall not impose any duty upon the Secured Party to exercise any such powers. The Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its agreements contained herein and officers, directors, employees or agents shall be responsible to the Debtor or any Sponsor or, except as otherwise agreed to by the Secured Party, as provided any other party for any act or failure to act, except for its gross negligence or willful misconduct, unless a higher standard is imposed by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of Secured Party incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the highest per annum rate of interest charged on the Loans, shall be payable by Grantor to Secured Party within five (5) business days of demand and shall constitute Secured Obligations secured herebylaw.

Secured Party's Appointment as Attorney. in-Fact; Performance by Secured Party. (a) Subject to Section 6(b7(b) below, Grantor the Company hereby irrevocably constitutes and appoints Secured Party, and any officer or agent of Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full, irrevocable power and authority in the place and stead of Grantor the Company and in the name of Grantor the Company or in its own name, from time to time at Secured Party’s discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives Secured Party the power and right, on behalf of Grantorthe Company, without notice to or assent by Grantor the Company to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due or to become due under any Collateral and, in the name of Grantorthe Company, in its own name or otherwise to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of monies due under any Collateral and to file any claim or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies due under any Collateral whenever payable; (ii) to pay or discharge any Liens, including, without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of Secured Party and not Grantorthe Company; (iii) to (1) direct any person liable for any payment under or in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder directly to Secured Party or as Secured Party shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral, (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with any Accounts and other Instruments and Documents constituting or relating to the Collateral, (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (5) defend any suit, action or proceeding brought against Grantor the Company with respect to any Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above, and in connection therewith, give such discharges or releases as Secured Party may deem appropriate, (7) license, or, to the extent permitted by an applicable License, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for such term or terms, on such conditions and in such manner as Secured Party shall in its discretion determine and (8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes; and (iv) to do, at Secured Party’s option and Grantorthe Company’s expense, at any time, or from time to time, all acts and things which Secured Party may reasonably deem necessary to protect, preserve or realize upon the Collateral and Secured Party’s security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as Grantor the Company might do. (b) Secured Party agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney or any rights granted to Secured Party pursuant to this Section 67. Grantor The Company hereby ratifies, to the extent permitted by law, all that said attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6 7 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full and Secured Party no longer has any commitment to make any Loans to Grantorpaid. (c) If Grantor the Company fails to perform or comply with any of its agreements contained herein and Secured Party, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of Secured Party incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the highest per annum rate of interest charged on the Loans, shall be payable by Grantor the Company to Secured Party within five (5) business days of demand and shall constitute Secured Obligations secured hereby.

Secured Party's Appointment as Attorney. in-Fact; Performance by Secured Party.. ----------------------------------------------- (a) Subject to Section 6(b) below, Grantor Pledgor hereby irrevocably constitutes and appoints Secured Party, Party and any officer officers, designees or agent of Secured Partyagents thereof, with full power of substitution, as its true and lawful attorney-in-fact with full, full irrevocable power and authority in the place and stead of Grantor Pledgor and in the name of Grantor Pledgor or in its own name, from time to time at in Secured Party’s 's sole discretion, for the purpose purposes of carrying out the terms of this Security Agreement, without notice to Pledgor, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement andAgreement, including, without limiting the generality of the foregoinglimitation, hereby gives Secured Party the power and right, on behalf of Grantor, without notice to or assent by Grantor to do the following: (i) to ask, demand, collect, receive receive, settle, compromise, adjust and give discharges, releases, acquittances and receipts for any and all monies moneys due or and to become due under any Collateral andCollateral, in to enter on the name premises of Grantor, in its own name or otherwise Pledgor to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies moneys due under any Collateral and to file any claim Collateral, or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies due under any Collateral whenever payable; (ii) Collateral, to pay or discharge any Lienstaxes, includingliens, without limitation, any tax lien, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit to receive, open and dispose of Secured Party and not Grantor; (iii) mail addressed to (1) direct either Pledgor, to sell, assign, transfer, make any person liable for any payment under arrangements in respect of, or otherwise deal with or exercise rights in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder directly to Secured Party or as Secured Party shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral, (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with any Collateral, (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (5) defend any suit, action or proceeding brought against Grantor with respect to any Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above, and in connection therewith, give such discharges or releases as Secured Party may deem appropriate, (7) license, or, to the extent permitted by an applicable License, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for such term or terms, on such conditions and in such manner as Secured Party shall in its discretion determine and (8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes; and (iv) thereof, to doadjust and settle claims under any insurance policy, at Secured Party’s option and Grantor’s expense, at to execute financing statements or amendments thereto or any time, other document or from time to time, all acts and things which writing deemed necessary by Secured Party may reasonably deem necessary to protect, preserve evidence or realize upon the perfect its security interest in any Collateral and Secured Party’s security interest therein in order to effect the intent an assignment of this Security Agreement, all as fully Pledgor's telephone numbers and effectively as Grantor might dolistings. (b) Secured Party agrees that, except upon or after the occurrence and during the continuation of an any Event of Default, it shall will not exercise the power of attorney or any rights granted to Secured Party secured party pursuant to this Section 67, except with respect to the power --------- to execute financing statements or amendments thereto or any document or writing deemed necessary by Secured Part to evidence or perfect its security interest in the Collateral. Grantor Pledgor hereby ratifies, to the extent permitted by law, all that said attorney attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6 herein is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid in full. The powers conferred on Secured Party hereunder are solely to protect Secured Party's interests in the Collateral and performed in full shall not impose any duty upon it to exercise any such powers and Secured Party no longer has any commitment to make any Loans to Grantor. (c) If Grantor fails to perform or comply with any of its agreements contained herein and Secured Party, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of Secured Party incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the highest per annum rate of interest charged on the Loans, shall be payable by Grantor to Secured Party within five (5) business days accountable only for amounts that it actually receives as a result of demand and shall constitute Secured Obligations secured herebythe exercise of such powers.

Secured Party's Appointment as Attorney. inIN-Fact; Performance by Secured Party.FACT (a) Subject to Section 6(b) below, Grantor Attorney-in-Fact. Pledgor hereby irrevocably constitutes and appoints the Secured Party, Party and any officer or agent of Secured Partythereof, with full power of substitution, as its true and lawful attorney-in-fact with full, full irrevocable power and authority in the place and stead of Grantor the Pledgor and in the name of Grantor the Pledgor or in its own name, from time to time at in the Secured Party’s discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, the Pledgor hereby gives the Secured Party the power and right, on behalf of Grantorthe Pledgor, without notice to or assent by Grantor the Pledgor, to do the following: (i1) in the case of any Account, at any time when the authority of the Pledgor to askcollect the Accounts has been curtailed or terminated pursuant to the first sentence of Section 9(c) hereof, demandor in the case of any other Collateral, collect, receive at any time when any Event of Default shall have occurred and give acquittances and receipts for any and all monies due or to become due under any Collateral andis continuing, in the name of Grantor, in the Pledgor or its own name name, or otherwise otherwise, to take possession of, endorse of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies moneys due under under, or with respect to, any Collateral and to file any claim or to take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such monies moneys due under any or with respect to such Collateral whenever payable; (ii2) to pay or discharge any Liens, including, without limitation, any tax lien, taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor therefore and the costs thereof, which actions shall be for the benefit of Secured Party and not Grantor;; and (iii3) upon the occurrence and during the continuance of any Event of Default, (a) to (1) direct any person party liable for any payment under or in respect of any of the Collateral to make payment of any and all monies moneys due or to become due thereunder directly to the Secured Party or as the Secured Party shall direct; (b) to ask for or demand, (2) collect, receive payment of and receipt for, any and all moniesmoneys, claims and other amounts due or to become due at any time in respect of or arising out of or in respect of any Collateral, ; (3c) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with any of the Collateral, ; (4d) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, ; (5e) to defend any suit, action or proceeding brought against Grantor the Pledgor with respect to any Collateral, ; (6f) to settle, compromise or adjust any suit, action or proceeding described abovein the preceding clause and, and in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate, ; and (7g) license, orgenerally, to the extent permitted by an applicable License, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for such term or terms, on such conditions and in such manner as Secured Party shall in its discretion determine and (8) sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes; and (iv) , and to do, at the Secured Party’s option and Grantorthe Pledgor’s expense, at any time, or from time to time, all acts and things which the Secured Party may reasonably deem deems necessary to protect, preserve or realize upon the Collateral and the Bank Liens of the Secured Party’s security interest therein in order Party thereon and to effect the intent of this Security Agreement, all as fully and effectively as Grantor the Pledgor might do. (b) Secured Party agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney or any rights granted to Secured Party pursuant to this Section 6. Grantor The Pledgor hereby ratifies, to the extent permitted by law, ratifies all that said attorney attorneys shall lawfully do or cause to be done by virtue hereof. The This power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full and Secured Party no longer has any commitment to make any Loans to Grantorirrevocable. (c) If Grantor fails to perform or comply with any of its agreements contained herein and Secured Party, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of Secured Party incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the highest per annum rate of interest charged on the Loans, shall be payable by Grantor to Secured Party within five (5) business days of demand and shall constitute Secured Obligations secured hereby.

Secured Party's Appointment as Attorney. in-Fact; Performance by Secured Party. (a) Subject to Section 6(b) below, Grantor Pledgor hereby irrevocably constitutes and appoints Secured Party, Party and any officer or agent of Secured Partythereof, with full power of substitution, as its true and lawful attorney-in-fact with full, full irrevocable power and authority in the place and stead of Grantor Pledgor and in the name of Grantor Pledgor or in its own name, from time to time at time, or in Secured Party’s 's discretion, for the purpose of carrying out the terms of this Security Pledge Agreement, and the other Loan Documents, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable appropriate to accomplish the purposes purpose of this Security Pledge Agreement and the other Loan Documents, and, without limiting the generality of the foregoing, Pledgor hereby gives grants Secured Party the power and right, rights on behalf of GrantorPledgor, without notice to or assent by Grantor Pledgor, to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for During the existence of any and all monies due or to become due under any Collateral andEvent of Default, in the name of Grantor, Pledgor or in its own name name, or otherwise otherwise, to take possession of, endorse of and indorse and collect any checks, drafts, notes, acceptances acceptances, or other instruments for the payment of monies due under under, or with respect to, any Collateral of the Operator Demand Notes or any of the other Collateral, and to file any claim or to take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies moneys due under any or with respect to Operator Demand Notes or other Collateral whenever payable;; and (ii) to pay or discharge During the existence of any LiensEvent of Default, including, without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of Secured Party and not Grantor; (iiiA) to (1) direct any person party liable for any payment under any Operator Demand Note or in respect of any of the other Collateral to make payment of any and all monies due or to become due thereunder directly to Secured Party or as Secured Party shall direct; (B) to ask or demand for, (2) collect, receive payment of and receipt for, any and all monies, claims claims, and other amounts due or to become due at any time in respect of or arising out of any Operator Demand Note or in respect of any other Collateral, ; (3C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices, and notices other documents in connection with any Operator Demand Note or other Collateral, ; (4D) to commence and prosecute any suits, actions actions, or proceedings at law or in equity in any court of competent jurisdiction to collect the Operator Demand Notes and other Collateral or any part thereof and to enforce any other right rights in respect of any other Collateral, ; (5E) to defend any suit, action action, or proceeding brought against Grantor Pledgor with respect to any of the Collateral, ; (6F) to settle, compromise compromise, or adjust any suit, action action, or proceeding described abovein the preceding clause and, and in connection therewith, to give such discharges or releases as Secured Party may deem appropriate, ; and (7G) license, orgenerally, to the extent permitted by an applicable License, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for such term or terms, on such conditions and in such manner as Secured Party shall in its discretion determine and (8) sell, transfer, pledge, and make any agreement with respect to or otherwise deal with any of the Operator Demand Note or other Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes; and (iv) , and to do, at Secured Party’s 's option and Grantor’s Pledgor's expense, at any time, or from time to time, all acts and things which Secured Party may reasonably deem deems necessary to protect, preserve preserve, or realize upon the Promotor Partner Demand Notes and other Collateral and the security interests of Secured Party’s security interest Party therein in order and to effect the intent interest of this Security AgreementPledge Agreement and the other Loan Documents, all as fully and effectively as Grantor Pledgor might do. (b) Secured Party agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney or any rights granted to Secured Party pursuant to this Section 6. Grantor Pledgor hereby ratifies, to the extent permitted by law, ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. The This power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full and Secured Party no longer has any commitment to make any Loans to Grantorirrevocable. (cb) If Grantor fails to perform or comply with any of its agreements contained herein and Pledgor also authorizes Secured Party, as provided for by the terms of this Security Agreementat any time and from time to time, shall perform or complyto execute any endorsements, assignments, or otherwise cause performance other instruments of conveyance or compliance, transfer with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of Secured Party incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal respect to the highest per annum rate of interest charged on the Loans, shall be payable by Grantor to Secured Party within five (5) business days of demand and shall constitute Secured Obligations secured herebyCollateral.

Secured Party's Appointment as Attorney. in-Fact; Performance by Secured Party. (a) Subject to Section 6(b) below, Grantor hereby irrevocably constitutes and appoints Secured Party, and any officer or agent of Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full, irrevocable full power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time at Secured Party’s discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives Secured Party the power and right, on behalf of Grantor, without notice to or assent by Grantor to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due or to become due under any Collateral and, in the name of Grantor, in its own name or otherwise to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of monies due under any Collateral and to file any claim or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies due under any Collateral whenever payable; (ii) to pay or discharge any Liens, including, without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of Secured Party and not Grantor; (iii) to (1) direct any person liable for any payment under or in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder directly to Secured Party or as Secured Party shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral, (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with any Collateral, (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (5) defend any suit, action or proceeding brought against Grantor with respect to any Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above, and in connection therewith, give such discharges or releases as Secured Party may deem appropriate, (7) license, or, to the extent permitted by an applicable License, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for such term or terms, on such conditions and in such manner as Secured Party shall in its discretion determine and (8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes; and (iv) to do, at Secured Party’s option and Grantor’s expense, at any time, or from time to time, all acts and things which Secured Party may reasonably deem necessary to protect, preserve or realize upon the Collateral and Secured Party’s security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as Grantor might do. (b) Secured Party agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney or any rights granted to Secured Party pursuant to this Section 6. Grantor hereby ratifies, to the extent permitted by law, all that said attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full and Secured Party no longer has any commitment to make any Loans to Grantor. (c) If Grantor fails to perform or comply with any of its agreements contained herein and Secured Party, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of Secured Party incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the highest per annum rate of interest charged on the Loans, shall be payable by Grantor to Secured Party within five (5) business days of demand and shall constitute Secured Obligations secured hereby.the

Secured Party's Appointment as Attorney. inIN-Fact; Performance by Secured Party. (a) Subject to Section 6(b) belowFACT, Grantor ETC. The Debtor hereby irrevocably constitutes and appoints the Secured Party, Party and any officer or agent of Secured Partythereof, with full power of substitution, as its true and lawful attorney-in-fact with full, full irrevocable power and authority in the place and stead of Grantor the Debtor and in the name of Grantor the Debtor or in its own name, from time to time at Secured Party’s discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement Agreement, and, without limiting the generality of the foregoing, the Debtor hereby gives the Secured Party the power and right, on behalf of Grantorthe Debtor, without notice to or assent by Grantor the Debtor, to do any or all of the following: (ia) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due or to become due under any Collateral and, in the name of Grantor, in the Debtor or its own name name, or otherwise to otherwise, take possession of, endorse of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies moneys due under any Collateral or with respect to any Collateral and to file any claim or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such monies moneys due under any Collateral or with respect to any Collateral whenever payable; (iib) to pay or discharge any Liens, including, without limitation, any tax lien, taxes and liens levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit of Secured Party and not Grantor; (iiic) execute, in connection with any sale provided for in Section 17, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; (1d) direct any person party liable for any payment under or in respect of any of the Collateral to make payment of any and all monies moneys due or to become due thereunder directly to the Secured Party or as the Secured Party shall direct; (e) ask or demand for, (2) collect, and receive payment of and receipt for, any and all moniesmoneys, claims and other amounts due or to become due at any time in respect of or arising out of or in respect of any Collateral, ; (3f) sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices other documents in connection with any Collateral, (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (5) defend any suit, action or proceeding brought against Grantor with respect to any Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above, and in connection therewith, give such discharges or releases as Secured Party may deem appropriate, (7) license, or, to the extent permitted by an applicable License, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for such term or terms, on such conditions and in such manner as Secured Party shall in its discretion determine and (8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes; and (iv) to do, at Secured Party’s option and Grantor’s expense, at any time, or from time to time, all acts and things which Secured Party may reasonably deem necessary to protect, preserve or realize upon the Collateral and Secured Party’s security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as Grantor might do. (b) Secured Party agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney or any rights granted to Secured Party pursuant to this Section 6. Grantor hereby ratifies, to the extent permitted by law, all that said attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid and performed in full and Secured Party no longer has any commitment to make any Loans to Grantor. (c) If Grantor fails to perform or comply with any of its agreements contained herein and Secured Party, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of Secured Party incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the highest per annum rate of interest charged on the Loans, shall be payable by Grantor to Secured Party within five (5) business days of demand and shall constitute Secured Obligations secured hereby.Collateral;

Secured Party's Appointment as Attorney. in-Fact; Performance by Secured Party.. ----------------------------------------------- (a) Subject to Section 6(b) below, Grantor Pledgor hereby irrevocably constitutes and appoints Secured Party, Party and any officer officers, designees or agent of Secured Partyagents thereof, with full power of substitution, as its true and lawful attorney-in-fact with full, full irrevocable power and authority in the place and stead of Grantor Pledgor and in the name of Grantor Pledgor or in its own name, from time to time at in Secured Party’s 's sole discretion, for the purpose purposes of carrying out the terms of this Security Agreement, without notice to Pledgor, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement andAgreement, including, without limiting the generality of the foregoinglimitation, hereby gives Secured Party the power and right, on behalf of Grantor, without notice to or assent by Grantor to do the following: (i) to ask, demand, collect, receive receive, settle, compromise, adjust and give discharges, releases, acquittances and receipts for any and all monies moneys due or and to become due under any Collateral andCollateral, in to enter on the name premises of Grantor, in its own name or otherwise Pledgor to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies moneys due under any Collateral and to file any claim Collateral, or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies due under any Collateral whenever payable; (ii) Collateral, to pay or discharge any Lienstaxes, includingliens, without limitation, any tax lien, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit to receive, open and dispose of Secured Party and not Grantor; (iii) mail addressed to (1) direct either Pledgor, to sell, assign, transfer, make any person liable for any payment under arrangements in respect of, or otherwise deal with or exercise rights in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder directly to Secured Party or as Secured Party shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral, (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with any Collateral, (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (5) defend any suit, action or proceeding brought against Grantor with respect to any Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above, and in connection therewith, give such discharges or releases as Secured Party may deem appropriate, (7) license, or, to the extent permitted by an applicable License, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for such term or terms, on such conditions and in such manner as Secured Party shall in its discretion determine and (8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes; and (iv) thereof, to doadjust and settle claims under any insurance policy, at Secured Party’s option and Grantor’s expense, at to execute financing statements or amendments thereto or any time, other document or from time to time, all acts and things which writing deemed necessary by Secured Party may reasonably deem necessary to protect, preserve evidence or realize upon the perfect its security interest in any Collateral and Secured Party’s security interest therein in order to effect the intent an assignment of this Security Agreement, all as fully Pledgor's telephone numbers and effectively as Grantor might dolistings. (b) Secured Party agrees that, except upon or after the occurrence and during the continuation of an any Event of Default, it shall will not exercise the power of attorney or any rights granted to Secured Party secured party pursuant to this Section 67, except with respect to --------- the power to execute financing statements or amendments thereto or any document or writing deemed necessary by Secured Part to evidence or perfect its security interest in the Collateral. Grantor Pledgor hereby ratifies, to the extent permitted by law, all that said attorney attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6 herein is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid in full. The powers conferred on Secured Party hereunder are solely to protect Secured Party's interests in the Collateral and performed in full shall not impose any duty upon it to exercise any such powers and Secured Party no longer has any commitment to make any Loans to Grantor. (c) If Grantor fails to perform or comply with any of its agreements contained herein and Secured Party, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of Secured Party incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the highest per annum rate of interest charged on the Loans, shall be payable by Grantor to Secured Party within five (5) business days accountable only for amounts that it actually receives as a result of demand and shall constitute Secured Obligations secured herebythe exercise of such powers.

Secured Party's Appointment as Attorney. in-Fact; Performance by Secured Party.. ----------------------------------------------- (a) Subject to Section 6(b) below, Grantor Pledgor hereby irrevocably constitutes and appoints Secured Party, Party and any officer designees or agent of Secured Partyagents thereof, with full power of substitution, as its true and lawful attorney-in-fact with full, full irrevocable power and authority in the place and stead of Grantor Pledgor and in the name of Grantor Pledgor or in its own name, from time to time at in Secured Party’s 's sole discretion, for the purpose of carrying out the terms of this Security Agreement, without notice to Pledgor, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement andAgreement, including, without limiting the generality of the foregoinglimitation, hereby gives Secured Party the power and right, on behalf of Grantor, without notice to or assent by Grantor to do the following: (i) to ask, demand, collect, receive receive, settle, compromise, adjust and give discharges, releases, acquittances and receipts for any and all monies moneys due or and to become due under any Collateral andCollateral, in to enter on the name premises of Grantor, in its own name or otherwise Pledgor to take possession of, of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies moneys due under any Collateral and to file any claim Collateral, or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies due under any Collateral whenever payable; (ii) Collateral, to pay or discharge any Lienstaxes, includingliens, without limitation, any tax lien, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof, which actions shall be for the benefit to receive, open and dispose of Secured Party and not Grantor; (iii) mail addressed to (1) direct either Pledgor, to sell, assign, transfer, make any person liable for any payment under agreements in respect of, or otherwise deal with or exercise rights in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder directly to Secured Party or as Secured Party shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral, (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with any Collateral, (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (5) defend any suit, action or proceeding brought against Grantor with respect to any Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above, and in connection therewith, give such discharges or releases as Secured Party may deem appropriate, (7) license, or, to the extent permitted by an applicable License, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Copyright, Patent or Trademark throughout the world for such term or terms, on such conditions and in such manner as Secured Party shall in its discretion determine and (8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes; and (iv) thereof, to doadjust and settle claims under any insurance policy, at Secured Party’s option and Grantor’s expense, at to execute financing statements or amendments thereto or any time, other document or from time to time, all acts and things which writing deemed necessary by Secured Party may reasonably deem necessary to protect, preserve evidence or realize upon the perfect its security interest in any Collateral and Secured Party’s security interest therein in order to effect the intent an assignment of this Security Agreement, all as fully Pledgor's telephone numbers and effectively as Grantor might dolistings. (b) Secured Party agrees that, except upon and after the occurrence and during the continuation of an Event of Default, it shall will not exercise the power of attorney or any rights granted to Secured Party pursuant to this Section 67, except with respect --------- to the power to execute financing statements or amendments thereto or any document or writing deemed necessary by Secured Party to evidence or perfect its security interest in the Collateral. Grantor Pledgor hereby ratifies, to the extent permitted by law, all that said attorney attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6 herein is a power coupled with an interest and shall be irrevocable until the Secured Obligations Notes are completely and indefeasibly paid in full. The powers conferred on Secured Party hereunder are solely to protect Secured Party's interests in the Collateral and performed in full shall not impose any duty upon it to exercise any such powers and Secured Party no longer has any commitment to make any Loans to Grantor. (c) If Grantor fails to perform or comply with any of its agreements contained herein and Secured Party, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys’ fees and costs, of Secured Party incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the highest per annum rate of interest charged on the Loans, shall be payable by Grantor to Secured Party within five (5) business days accountable only for amounts that it actually receives as a result of demand and shall constitute Secured Obligations secured herebythe exercise of such powers.