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

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors hereby appoints the Security Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Security Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Security Agent's name or in the name of any Grantor, to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Grantor representing any dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, -------- however, that nothing herein contained shall be construed as requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Security Agent or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Security Agent or any other Secured Party.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors ----------------------------------------- Pledgors hereby appoints the Security Agent the attorney-in-fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Security Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Security Agent's name or in the name of any GrantorPledgor, to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Grantor Pledgor representing any dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, -------- however, that nothing herein contained shall be construed as -------- ------- requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Security Agent or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor Pledgor or to any claim or action against the Security Agent or any other Secured Party.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors Pledgors hereby appoints the Security Agent the attorney-in-fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Security Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Security Agent's name or in the name of any GrantorPledgor, to ask for, demand, xxx sxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Grantor Pledgor representing any dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, -------- however, that nothing herein contained shall be construed as requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Security Agent or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor Pledgor or to any claim or action against the Security Agent or any other Secured Party.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors Grantor hereby appoints the Security Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which that the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Security Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Security Agent's ’s name or in the name of any Grantorsuch Grantor (a) to receive, to ask forendorse, demand, xxx for, collect, receive and give acquittance for assign and/or deliver any and all moneys due or to become due under and by virtue of any Collateralnotes, to endorse checksacceptances, cheques, drafts, money orders and other instruments for the payment of money payable to such Grantor representing any dividend or other distribution payable in respect evidences of payment relating to the Collateral or any part thereof thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on account thereof any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to give full discharge for collect or otherwise realize on all or any of the same, Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding proceedings relating to all or any of the Collateral; (g) to make, settle and adjust claims in respect of Collateral under policies of insurance and to endorse the name of such Grantor on any cheque, draft, instrument or any other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (h) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Security Agent; and (i) to use, sell, assign, endorsetransfer, pledge, transfer and make any agreement respecting, with respect to or otherwise deal withwith all or any of the Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement, as fully and completely as though the Security Agent were the absolute owner of the Collateral for all purposes; provided, -------- however, provided that nothing herein contained shall be construed as requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Security Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and no action taken by the Security Agent neither they nor their officers, directors, employees or omitted to agents shall be taken with respect to the Collateral or any part thereof shall give rise responsible to any defenseGrantor for any act or failure to act hereunder, counterclaim except for their own gross negligence or offset in favor of any Grantor or to any claim or action against the Security Agent or any other Secured Partywilful misconduct.

Security Agent Appointed Attorney-in-Fact. Each of (a) To effectuate the ------------------------------------------ Grantors terms and provisions hereof, the Pledgor hereby appoints the Security Agent as the Pledgor's attorney-in-fact of such Grantor (with power to delegate) for the purpose purpose, from and after the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument which that the Security Agent from time to time in the Security Agent's reasonable discretion may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interestof this Pledge Agreement. Without limiting the generality of the foregoing, the Security Agent shall have the rightshall, upon from and after the occurrence and during the continuance of an Event of Default, with full have the right and power of substitution either in the Security Agent's name or in the name of any Grantorto: (i) receive, to ask for, demand, xxx for, collect, receive endorse and give acquittance for any and collect all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders checks and other instruments orders for the payment of money made payable to such Grantor the Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (ii) execute endorsements, to settle, compromise, prosecute assignments or defend any action, claim other instruments of conveyance or proceeding transfer with respect theretoto all or any of the Pledged Collateral; (iii) exercise all rights of the Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to sellexercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, assignincluding, endorsewithout limitation, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, -------- however, that nothing herein contained shall be construed as requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action all voting rights with respect to the Collateral or any part thereof or the Pledged Securities; (iv) ask, demand, collect, sxx for, recover, compound, receive and give acquittance and receipts for moneys due or and to become due under or in respect of any of the Pledged Collateral; (v) file any claims or take any action or institute any proceedings that the Security Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Security Agent with respect to any of the Pledged Collateral; and (vi) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though the Security Agent were the absolute owner thereof or any property covered therebyfor all purposes, and no action to do, at the Security Agent's option and the Pledgor's expense, at any time or from time to time, all acts and things that the Security Agent deems reasonably necessary to protect, preserve or realize upon the Pledged Collateral. (b) The Pledgor hereby ratifies and approves all acts of the Security Agent made or taken pursuant to this Section 7.02 (provided that the Pledgor, by virtue of such ratification, does not release any claim that the Pledgor may otherwise have against the Security Agent for any such acts made or taken by the Security Agent through gross negligence or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against willful misconduct). Neither the Security Agent nor any Person designated by the Security Agent shall be liable for any acts or omissions or for any other Secured Partyerror of judgment or mistake of fact or Law, except such as may result from the Security Agent's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment. This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in force.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors hereby appoints the Security Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Security Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Security Agent's name or in the name of any Grantor, to ask for, demand, xxx sxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Grantor representing any dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, -------- however, that nothing herein contained shall be construed as requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Security Agent or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Security Agent or any other Secured Party.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors The Grantor hereby irrevocably appoints the Security Agent and any officer or agent thereof with full power of substitution as the attorney-in-fact of such the Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which that the Security Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, during the occurrence and continuance of an Event of Default or if the Grantor fails to comply with any obligation under Sections 4.16 or 4.18 hereof or if the Grantor fails to perfect or preserve the first priority of the security interests as required under this Agreement, without notice to or assent by the Grantor, which appointment is irrevocable and coupled with an interest. To the fullest extent permitted by law, the Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. Without limiting the generality of the foregoing, the Security Agent shall have the right, upon during the occurrence and during the continuance of an Event of DefaultDefault or if the Grantor fails to comply with any obligation under Sections 4.16 or 4.18 hereof or if the Grantor fails to perfect or preserve the first priority of the security interests as required under the Debentures Agreement or this Agreement, without notice to or assent by the Grantor and with full power of substitution either in the Security Agent's ’s name or in the name of the respective Grantor: (a) to receive, endorse, assign and/or deliver any Grantorand all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance acquaintance for any and all moneys monies due or to become due under and by virtue of any Pledged Collateral; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to endorse checks, drafts, orders and other instruments for collect or otherwise realize on all or any of the payment of money payable Pledged Collateral or to such Grantor representing enforce any dividend or other distribution payable rights in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, Pledged Collateral; (e) to settle, compromise, prosecute compound, adjust or defend any actionsuit, claim action or proceeding with respect theretorelating to all or any of the Pledged Collateral; and (f) to use, and to sell, assign, endorsetransfer, pledge, transfer and make any agreement respecting, with respect to or otherwise deal withwith all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the same; providedpurposes of this Agreement, -------- however, that nothing herein contained shall be construed as requiring or ------- obligating fully and completely as though the Security Agent to make any commitment or to make any inquiry as to were the nature or sufficiency absolute owner of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Security Agent or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Security Agent or any other Secured Party.for all purposes;

Security Agent Appointed Attorney-in-Fact. Each Following the occurrence of the ------------------------------------------ Grantors an Acceleration Event which is continuing, each Grantor hereby appoints the Security Agent the attorney-in-fact attorney‑in‑fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which that the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the The Security Agent shall will have the right, upon following the occurrence and during the continuance of an Acceleration Event of Defaultwhich is continuing, with full power of substitution either in the Security Agent's ’s name or in the name of any such Grantor, to: (1) receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; |EU-DOCS\33068515.6|| (2) demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (3) ask for, demand, xxx sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (4) commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to endorse checks, drafts, orders and other instruments for the payment of money payable to such Grantor representing collect or otherwise realize on all or any dividend or other distribution payable in respect of the Collateral or to enforce any part thereof or on account thereof and to give full discharge for the same, to rights in respect of any Collateral; (5) settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding with respect theretoproceedings relating to all or any of the Collateral; and (6) use, and to sell, assign, endorsetransfer, pledge, transfer and make any agreement respecting, with respect to or otherwise deal withwith all or any of the Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement, as fully and completely as though the Security Agent were the absolute owner of the Collateral for all purposes; provided, -------- however, provided that nothing herein contained shall will be construed as requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Security Agent and the other Secured Parties will be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and no action taken by the Security Agent neither they nor their officers, directors, employees or omitted to agents shall be taken with respect to the Collateral or any part thereof shall give rise responsible to any defenseGrantor for any act or failure to act hereunder, counterclaim except for their own gross negligence, bad faith or offset in favor willful misconduct or that of any Grantor of their Affiliates, directors, officers, employees, counsel, agents or to any claim or action against the Security Agent or any other Secured Partyattorneys-in-fact.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors hereby The Pledgor irrevocably makes, constitutes and appoints the Security Agent (and all officers, employees or agents designated by the Security Agent) as the Pledgor’s true and lawful agent and attorney-in-fact of fact, and in such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, capacity the Security Agent shall have the right, with power of substitution for the Pledgor and in the Pledgor’s name or otherwise, for the use and benefit of the Security Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of DefaultDefault (a) to receive, with full power of substitution either in the Security Agent's name or in the name of any Grantorendorse, to ask for, demand, xxx for, collect, receive and give acquittance for assign and/or deliver any and all moneys due or to become due under and by virtue of any Collateralnotes, to endorse acceptances, checks, drafts, money orders and or other instruments for evidences of payment relating to the payment of money payable Pledge Agreement Collateral or any part thereof including with respect to such Grantor representing any interest or dividend or other distribution payable in respect of the any Pledge Agreement Collateral or any part thereof thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledge Agreement Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on account thereof and all or any of the Pledge Agreement Collateral or to give full discharge for the same, enforce any rights in respect of any Pledge Agreement Collateral; (d) to settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding proceedings relating to all or any of the Pledge Agreement Collateral; (e) to make proof of loss, claims for insurance, and settlements and adjustments with respect theretoinsurers, and to execute or endorse all documents, checks or drafts in connection with payments made as a result of any insurance policies; and (f) to use, sell, assign, endorsetransfer, pledge, transfer and make any agreement respecting, with respect to or otherwise deal withwith all or any of the Pledge Agreement Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement, as fully and completely as though the Security Agent were the absolute owner of the Pledge Agreement Collateral for all purposes; provided, -------- however, provided that nothing herein contained shall be construed as requiring or ------- obligating the Security Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security AgentAgent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Pledge Agreement Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken under this Section by the Security Agent or omitted to be taken any Secured Party with respect to the Pledge Agreement Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor the Pledgor or to any claim or action against the Security Agent or any other Secured Party. It is understood and agreed that the appointment of the Security Agent as the agent and attorney-in-fact of the Pledgor for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Pledgor of any of its obligations hereunder or under any other Operative Agreement with respect to the Pledge Agreement Collateral or any part thereof or impose any obligation on the Security Agent or any Secured Party to proceed in any particular manner with respect to the Pledge Agreement Collateral or any part thereof, or in any way limit the exercise by the Security Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Operative Agreement, by law or otherwise.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors Grantor hereby appoints the Security Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which that the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Security Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Security Agent's ’s name or in the name of any Grantorsuch Grantor (a) to receive, to ask forendorse, demand, xxx for, collect, receive and give acquittance for assign and/or deliver any and all moneys due or to become due under and by virtue of any Collateralnotes, to endorse acceptances, checks, drafts, money orders and other instruments for the payment of money payable to such Grantor representing any dividend or other distribution payable in respect evidences of payment relating to the Collateral or any part thereof thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on account thereof any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to give full discharge for collect or otherwise realize on all or any of the same, Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding proceedings relating to all or any of the Collateral; (g) to make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance and to endorse the name of such Grantor on any check, draft, instrument or any other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (h) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Security Agent; and (i) to use, sell, assign, endorsetransfer, pledge, transfer and make any agreement respecting, with respect to or otherwise deal withwith all or any of the Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement, as fully and completely as though the Security Agent were the absolute owner of the Collateral for all purposes; provided, -------- however, provided that nothing herein contained shall be construed as requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Security Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and no action taken by the Security Agent neither they nor their officers, directors, employees or omitted to agents shall be taken with respect to the Collateral or any part thereof shall give rise responsible to any defenseGrantor for any act or failure to act hereunder, counterclaim except for their own gross negligence or offset in favor of any Grantor or to any claim or action against the Security Agent or any other Secured Partywilful misconduct.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors ----------------------------------------- Pledgors hereby appoints the Security Agent the attorney-in-fact of such Grantor Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Security Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Security Agent's name or in the name of any GrantorPledgor, to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Grantor Pledgor representing any dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, -------- however, that nothing herein contained shall be construed as requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Security Agent or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor Pledgor or to any claim or action against the Security Agent or any other Secured Party.

Security Agent Appointed Attorney-in-Fact. Each of the ------------------------------------------ Grantors (i) The Grantor hereby appoints the Security Agent as the attorney-in-fact of such the Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which that the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Security Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Security Agent's ’s name or in the name of the Grantor (a) to receive, endorse, assign and/or deliver any Grantorand all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to ask forthe Pledged Collateral or any part thereof, (b) to demand, xxx for, collect, receive payment of, give receipt for and give acquittance for discharges and releases of all or any of the Pledged Collateral, (c) to sign the name of the Grantor on any invoice or bxxx of lading relating to any of the Pledged Collateral, (d) to commence and prosecute any and all moneys due suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to become due under and by virtue of enforce any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to such Grantor representing any dividend or other distribution payable rights in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the samePledged Collateral, (e) to settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding with respect theretoproceedings relating to all or any of the Pledged Collateral, and (f) to use, sell, assign, endorsetransfer, pledge, transfer and make any agreement respecting, with respect to or otherwise deal withwith all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement in accordance with its terms, as fully and completely as though the Security Agent were the absolute owner of the Pledged Collateral for all purposes; provided, -------- however, that nothing herein contained shall be construed as requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. (ii) The Security Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and no action taken by neither they nor their officers, directors, employees or agents shall be responsible to the Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith. The Security Agent or omitted to be taken with respect to shall exercise reasonable care in the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor custody of any Grantor Pledged Collateral in its possession and the accounting for moneys received by it (including by any Delegate or to any claim or action against the Security Agent or any other Secured Partysub-agent) hereunder.

Security Agent Appointed Attorney-in-Fact. Each Following the occurrence of the ------------------------------------------ Grantors an Acceleration Event which is continuing, each Grantor hereby appoints the Security Agent the attorney-in-fact attorney‑in‑fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which that the Security Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the The Security Agent shall will have the right, upon following the occurrence and during the continuance of an Acceleration Event of Defaultwhich is continuing, with full power of substitution either in the Security Agent's ’s name or in the name of any such Grantor, to: (1) receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; |EU-DOCS\33068515.6|| (2) demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (3) ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (4) commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to endorse checks, drafts, orders and other instruments for the payment of money payable to such Grantor representing collect or otherwise realize on all or any dividend or other distribution payable in respect of the Collateral or to enforce any part thereof or on account thereof and to give full discharge for the same, to rights in respect of any Collateral; (5) settle, compromise, prosecute compound, adjust or defend any actionactions, claim suits or proceeding with respect theretoproceedings relating to all or any of the Collateral; and (6) use, and to sell, assign, endorsetransfer, pledge, transfer and make any agreement respecting, with respect to or otherwise deal withwith all or any of the Collateral, and to do all other acts and things necessary to carry out the samepurposes of this Agreement, as fully and completely as though the Security Agent were the absolute owner of the Collateral for all purposes; provided, -------- however, provided that nothing herein contained shall will be construed as requiring or ------- obligating the Security Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Security Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Security Agent and the other Secured Parties will be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and no action taken by the Security Agent neither they nor their officers, directors, employees or omitted to agents shall be taken with respect to the Collateral or any part thereof shall give rise responsible to any defenseGrantor for any act or failure to act hereunder, counterclaim except for their own gross negligence, bad faith or offset in favor willful misconduct or that of any Grantor of their Affiliates, directors, officers, employees, counsel, agents or to any claim or action against the Security Agent or any other Secured Partyattorneys-in-fact.