Common use of Security Interest; Agency Clause in Contracts

Security Interest; Agency. (a) Each of Bank, the Company and Collateral Agent acknowledges that, in order to secure the prompt and complete payment, performance and observance of all “Liabilities” (as defined in the Security Agreement), the Company has granted, and for avoidance of doubt and without limiting any prior grant, do hereby grant, to Collateral Agent, for the benefit of itself and the Buyers, a continuing lien upon, and security interest in, the Accounts and all funds, checks, cash, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held in, payable or withdrawable from or in transit to any Account (whether for collection, provisionally or otherwise), and all other property of the Company from time to time in the possession or under the control of, or in transit to, the Bank or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing (collectively, the “Account Collateral”). (b) The Bank agrees to comply with instructions originated by Collateral Agent directing disposition of the funds in the Accounts or any other Account Collateral or to take such other action as shall from time to time be specified in writing from Collateral Agent, in all cases without notice to or the consent of the Company. The Bank shall follow the instructions of Collateral Agent as to the holding, investment and transfer of all Account Collateral (including without limitation, any instructions to transfer such collected amounts to Buyers or to an account designated by Collateral Agent). The Company hereby irrevocably authorizes and directs the Bank to comply with any such instructions by Collateral Agent without further action or consent by the Company and notwithstanding any subsequent objection or contrary direction the Bank may receive from the Company. In addition, the Company agrees that the Bank may act as the agent of Collateral Agent in exercising any rights of set-off provided by applicable law or by any Transaction Document as to any Account Collateral. The Company agrees that the Bank shall be entitled to rely, without independent investigation, on any written notice in the form of Exhibit A from Collateral Agent to the effect that an Event of Default (each as defined in the Notes) has occurred and is continuing or any other statement of Collateral Agent to the effect that any exercise of set-off requested by Collateral Agent is permitted under applicable law, the Security Agreement or any applicable Transaction Document. (c) Without limiting or qualifying the provisions of clause (b) above, Collateral Agent, on its behalf and on behalf of the Buyers, hereby appoints the Bank as Collateral Agent’s and the Buyers’ agent and pledgee-in-possession for the Accounts and all Account Collateral, for the purpose of perfecting Collateral Agent’s and the Buyers’ security interest therein; and the Bank by its execution and delivery of this Agreement hereby accepts such appointment and agrees to be bound by the terms of this Agreement. The Company each hereby agrees to such appointment of the Bank and further agrees that the Bank, on behalf of Collateral Agent and the Buyers, shall be entitled to exercise, upon the instructions of Collateral Agent, any and all rights that the Collateral Agent and the Buyers may have under the Purchase Agreement, the Security Agreement and all other agreements, documents and instruments executed pursuant thereto, or under applicable law, with respect to the Accounts and the Account Collateral.

Security Interest; Agency. (a) Each of the Bank, the Company Company, the Other Debtors and the Collateral Agent acknowledges that, in order to secure the prompt and complete payment, performance and observance of all “Liabilities” (as defined in the Security Agreement), the Company has and the Other Debtors have granted, and for avoidance of doubt and without limiting any prior grant, do hereby grant, to the Collateral Agent, for the benefit of itself and the Buyers, a continuing lien upon, and security interest in, the Accounts and all funds, checks, cash, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held in, payable or withdrawable from or in transit to any Account (whether for collection, provisionally or otherwise), and all other property of the Company and the Other Debtors from time to time in the possession or under the control of, or in transit to, the Bank or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing (collectively, the “Account Collateral”). (b) The Bank agrees to comply with instructions originated by the Collateral Agent directing disposition of the funds in the Accounts or any other Account Collateral or to take such other action as shall from time to time be specified in writing from the Collateral Agent, in all cases without notice to or the consent of the CompanyCompany or the Other Debtors. The Bank shall follow the instructions of the Collateral Agent as to the holding, investment and transfer of all Account Collateral (including without limitation, any instructions to transfer such collected amounts to the Buyers or to an account designated by the Collateral Agent). The Each of the Company and the Other Debtors hereby irrevocably authorizes and directs the Bank to comply with any such instructions by the Collateral Agent without further action or consent by the Company or the Other Debtors and notwithstanding any subsequent objection or contrary direction the Bank may receive from the CompanyCompany or the Other Debtors. In addition, each of the Company and the Other Debtors agrees that the Bank may act as the agent of the Collateral Agent in exercising any rights of set-off provided by applicable law or by any Transaction Document (as defined in the Purchase Agreement) as to any Account Collateral. The Company and the Other Debtors each agrees that the Bank shall be entitled to rely, without independent investigation, on any written notice in the form of Exhibit A from the Collateral Agent to the effect that an Event of Default (each as defined in the Notes) has occurred and is continuing or any other statement of the Collateral Agent to the effect that any exercise of set-off requested by the Collateral Agent is permitted under applicable law, the Security Agreement or any applicable Transaction Document. (c) Without limiting or qualifying the provisions of clause (b) above, the Collateral Agent, on its behalf and on behalf of the Buyers, hereby appoints the Bank as the Collateral Agent’s and the Buyers’ agent and pledgee-in-possession for the Accounts and all Account Collateral, for the purpose of perfecting Collateral Agent’s and the Buyers’ security interest therein; and the Bank by its execution and delivery of this Agreement hereby accepts such appointment and agrees to be bound by the terms of this Agreement. The Company and the Other Debtors each hereby agrees to such appointment of the Bank and further agrees that the Bank, on behalf of the Collateral Agent and the Buyers, shall be entitled to exercise, upon the instructions of the Collateral Agent, any and all rights that the Collateral Agent and the Buyers may have under the Purchase Agreement, the Security Agreement and all other agreements, documents and instruments executed pursuant thereto, or under applicable law, with respect to the Accounts and the Account Collateral.

Security Interest; Agency. (a) Each of Bank, the Company Borrower and Collateral Agent acknowledges acknowledge that, in order to secure the prompt and complete payment, performance and observance of all “LiabilitiesObligations” (as defined in the Security Credit Agreement), the Company Borrower has granted, and for avoidance of doubt and without limiting any prior grant, do does hereby grant, to Collateral the Agent, for the benefit of itself Agent and the BuyersLenders, a continuing lien upon, and security interest in, the Accounts and all funds, checks, cash, items, instruments, investments, securities items and other things of value at any time paid, deposited, credited or held in, payable or withdrawable from or in transit to any Account (whether for collection, provisionally or otherwise), and all other property of the Company Borrower from time to time in the possession or under the control of, or in transit to, the Bank or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing (collectively, the “Account Collateral”” ). (b) The At all times when the Agent states in writing to the Bank that an Event of Default has occurred and is continuing: (i) the Bank agrees to comply with instructions originated by Collateral Agent directing disposition of the funds in the Accounts or any other Account Collateral or to take such other action as shall from time to time be specified in writing from Collateral the Agent, in all cases without notice to or the consent of the Company. The Borrower, (ii) the Bank shall follow the instructions of Collateral the Agent as to the holding, investment and transfer of all Account Collateral (including including, without limitation, any instructions to transfer such collected amounts to Buyers Agent or to an account designated by Collateral Agent). The Company , (iii) Borrower hereby irrevocably authorizes and directs the Bank to comply with any such instructions by Collateral Agent without further action or consent by the Company Borrower and notwithstanding any subsequent objection or contrary direction the Bank may receive from the Company. In additionBorrower, the Company (iv) Borrower agrees that the Bank may act as the agent of Collateral the Agent in exercising any rights of set-off provided by applicable law or by any Transaction Loan Document as to any Account Collateral. The Company Collateral and (v) the Borrower agrees that the Bank shall be entitled to rely, without independent investigation, on any written notice in statement of the form of Exhibit A from Collateral Agent to the effect that an Event of Default (each as defined in the Notes) has occurred and is continuing or any other statement of Collateral Agent to the effect that any exercise of set-off requested by Collateral the Agent is permitted under applicable law, the Security Agreement law or any applicable Transaction Loan Document. (c) Without limiting or qualifying the provisions of clause (b) above, Collateral Agent, on its behalf and on behalf of the Buyers, Agent hereby appoints the Bank as Collateral the Agent’s and the Buyers’ agent and pledgee-in-possession for the Accounts and all Account Collateral, for the purpose of perfecting Collateral Agent’s and the Buyers’ security interest therein; and the Bank by its execution and delivery of this Agreement hereby accepts such appointment and agrees to be bound by the terms of this Agreement. The Company each Borrower hereby agrees to such appointment of the Bank and further agrees that the Bank, on behalf of Collateral Agent and the BuyersAgent, shall be or willful misconduct of, or breach of this Agreement by, the Bank or its officers, agents or employees. entitled to exercise, upon the instructions of Collateral Agentthe Agent and in accordance with this agreement, any and all rights that the Collateral Agent and the Buyers may have under the Purchase Agreement, the Security that certain Credit Agreement and all other agreements, documents agreements and instruments executed pursuant thereto, or under applicable law, with respect to the Accounts and the Account Collateral.

Security Interest; Agency. (a) Each of Bank, the Company Company, the Other Debtors and Collateral Agent acknowledges that, in order to secure the prompt and complete payment, performance and observance of all “"Liabilities” " (as defined in the Security Agreement), the Company has and the Other Debtors have granted, and for avoidance of doubt and without limiting any prior grant, do hereby grant, to Collateral Agent, for the benefit of itself and the Buyers, a continuing lien upon, and security interest in, the Accounts and all funds, checks, cash, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held in, payable or withdrawable from or in transit to any Account (whether for collection, provisionally or otherwise), and all other property of the Company and the Other Debtors from time to time in the possession or under the control of, or in transit to, the Bank or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing (collectively, the “"Account Collateral”"). (b) The Bank agrees to comply with instructions originated by Collateral Agent directing disposition of the funds in the Accounts or any other Account Collateral or to take such other action as shall from time to time be specified in writing from Collateral Agent, in all cases without notice to or the consent of the CompanyCompany or the Other Debtors. The Bank shall follow the instructions of Collateral Agent as to the holding, investment and transfer of all Account Collateral (including without limitation, any instructions to transfer such collected amounts to Buyers or to an account designated by Collateral Agent). The Each of the Company and the Other Debtors hereby irrevocably authorizes and directs the Bank to comply with any such instructions by Collateral Agent without further action or consent by the Company or the Other Debtors and notwithstanding any subsequent objection or contrary direction the Bank may receive from the CompanyCompany or the Other Debtors. In addition, each of the Company and the Other Debtors agrees that the Bank may act as the agent of Collateral Agent in exercising any rights of set-off provided by applicable law or by any Transaction Document (as defined in the Purchase Agreement) as to any Account Collateral. The Company agrees and the Other Debtors each agree that the Bank shall be entitled to rely, without independent investigation, on any written notice in the form of Exhibit A from Collateral Agent to the effect that an Event of Default (each as defined in the Notes) has occurred and is continuing or any other statement of Collateral Agent to the effect that any exercise of set-off requested by Collateral Agent is permitted under applicable law, the Security Agreement or any applicable Transaction Document. (c) Without limiting or qualifying the provisions of clause (b) above, Collateral Agent, on its behalf and on behalf of the Buyers, hereby appoints the Bank as Collateral Agent’s 's and the Buyers’ ' agent and pledgee-in-possession for the Accounts and all Account Collateral, for the purpose of perfecting Collateral Agent’s 's and the Buyers’ ' security interest therein; and the Bank by its execution and delivery of this Agreement hereby accepts such appointment and agrees to be bound by the terms of this Agreement. The Company and the Other Debtors each hereby agrees to such appointment of the Bank and further agrees that the Bank, on behalf of Collateral Agent and the Buyers, shall be entitled to exercise, upon the instructions of Collateral Agent, any and all rights that the Collateral Agent and the Buyers may have under the Purchase Agreement, the Security Agreement and all other agreements, documents and instruments executed pursuant thereto, or under applicable law, with respect to the Accounts and the Account Collateral.

Security Interest; Agency. (a) Each of Bank, the Company and Collateral Agent acknowledges that, in order to secure the prompt and complete payment, performance and observance of all “Liabilities” (as defined in the Security Agreement), the Company has granted, and for avoidance of doubt and without limiting any prior grant, do does hereby grant, to Collateral Agent, for the benefit of itself and the Buyers, a continuing lien upon, and security interest in, the Accounts and all funds, checks, cash, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held in, payable or withdrawable from or in transit to any Account (whether for collection, provisionally or otherwise), and all other property of the Company from time to time in the possession or under the control of, or in transit to, the Bank or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing (collectively, the “Account Collateral”). (b) The Bank agrees to comply with instructions originated by Collateral Agent directing disposition of the funds in the Accounts or any other Account Collateral or to take such other action as shall from time to time be specified in writing from Collateral Agent, in all cases without notice to or the consent of the Company. The Bank shall follow the instructions of Collateral Agent as to the holding, investment and transfer of all Account Collateral (including without limitation, any instructions to transfer such collected amounts to Buyers or to an account designated by Collateral Agent)Collateral. The Company hereby irrevocably authorizes and directs the Bank to comply with any such instructions by Collateral Agent without further action or consent by the Company and notwithstanding any subsequent objection or contrary direction the Bank may receive from the Company. In addition, the Company agrees that the Bank may act as the agent of Collateral Agent in exercising any rights of set-off provided by applicable law or by any Transaction Document (as defined in the Purchase Agreement) as to any Account Collateral. The Company agrees that the Bank shall be entitled to rely, without independent investigation, on any written notice in the form of Exhibit A from Collateral Agent to the effect that an Event of Default (each as defined in the Notes) has occurred and is continuing or any other statement of Collateral Agent to the effect that any exercise of set-off requested by Collateral Agent is permitted under applicable law, the Security Agreement or any applicable Transaction Document. (c) Without limiting or qualifying the provisions of clause (b) above, Collateral Agent, on its behalf and on behalf of the Buyers, hereby appoints the Bank as Collateral Agent’s and the Buyers’ agent and pledgee-in-possession for the Accounts and all Account Collateral, for the purpose of perfecting Collateral Agent’s and the Buyers’ security interest therein; and the Bank by its execution and delivery of this Agreement hereby accepts such appointment and agrees to be bound by the terms of this Agreement. The Company each hereby agrees to such appointment of the Bank and further agrees that the Bank, on behalf of Collateral Agent and the Buyers, shall be entitled to exercise, upon the instructions of Collateral Agent, any and all rights that the Collateral Agent and the Buyers may have under the Purchase Agreement, the Security Agreement and all other agreements, documents and instruments executed pursuant thereto, or under applicable law, with respect to the Accounts and the Account Collateral.

Security Interest; Agency. (a) Each of Bank, the Company and Collateral Agent acknowledges that, in order to secure the prompt and complete payment, performance and observance of all “Liabilities” (as defined in the Security Agreement), the Company has granted, and for avoidance of doubt and without limiting any prior grant, do does hereby grant, to Collateral Agent, for the benefit of itself and the Buyers, a continuing lien upon, and security interest in, the Accounts and all funds, checks, cash, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held in, payable or withdrawable from or in transit to any Account (whether for collection, provisionally or otherwise), and all other property of the Company from time to time in the possession or under the control of, or in transit to, the Bank or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing (collectively, the “Account Collateral”). (b) The Bank agrees to comply with instructions originated by Collateral Agent directing disposition of the funds in the Accounts or any other Account Collateral or to take such other action as shall from time to time be specified in writing from Collateral Agent, in all cases without notice to or the consent of the Company. The Bank shall follow the instructions of Collateral Agent as to the holding, investment and transfer of all Account Collateral (including without limitation, any instructions to transfer such collected amounts to Buyers or to an account designated by Collateral Agent)Collateral. The Company hereby irrevocably authorizes and directs the Bank to comply with any such instructions by Collateral Agent without further action or consent by the Company and notwithstanding any subsequent objection or contrary direction the Bank may receive from the Company. In addition, the Company agrees that the Bank may act as the agent of Collateral Agent in exercising any rights of set-off provided by applicable law or by any Transaction Document (as defined in the Purchase Agreement) as to any Account Collateral. The Company agrees that the Bank shall be entitled to rely, without independent investigation, on any written notice in the form of Exhibit A from Collateral Agent to the effect that an Event of Default (each as defined in the Notes) has occurred and is continuing or any other statement of Collateral Agent to the effect that any exercise of set-off requested by Collateral Agent is permitted under applicable law, the Security Agreement or any applicable Transaction Document. (c) Without limiting or qualifying the provisions of clause (b) above, Collateral Agent, on its behalf and on behalf of the Buyers, hereby appoints the Bank as Collateral Agent’s and the Buyers’ agent and pledgee-in-possession for the Accounts and all Account Collateral, for the purpose of perfecting Collateral Agent’s and the Buyers’ security interest therein; and the Bank by its execution and delivery of this Agreement hereby accepts such appointment and agrees to be bound by the terms of this Agreement. The Company each hereby agrees to such appointment of the Bank and further agrees that the Bank, on behalf of Collateral Agent and the Buyers, shall be entitled to exercise, upon the instructions of Collateral Agent, any and all rights that the Collateral Agent and the Buyers may have under the Purchase Agreement, the Security Agreement and all other agreements, documents and instruments executed pursuant thereto, or under applicable law, with respect to the Accounts and the Account Collateral.