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

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Trustee as 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 that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement). Without limiting the generality of the foregoing, the Collateral Trustee shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Trustee’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, 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 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 collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith.

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor Pledgor hereby appoints the Collateral Trustee as 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 that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement). Without limiting the generality of the foregoing, the Collateral Trustee shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Trustee’s name or in the name of such Grantor Pledgor (a) to receive, endorse, assign and/or deliver any and 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 sign the name of any Grantor Pledgor on any invoice or xxxx of lading relating to any of the Pledged 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 collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral, (fe) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral, (gf) to notify, or to require any Grantor Pledgor to notify, Account Debtors to make payment directly to the Collateral Trustee, and (hg) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee 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 Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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. The Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor Pledgor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith.

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Trustee as 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 that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement). Without limiting the generality of the foregoing, the Collateral Trustee shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Trustee’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, 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 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 collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee and the other First-Lien Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith.

Collateral Trustee Appointed Attorney-in-Fact. Each (a) Subject to the terms of the Collateral Trust Agreement, each Grantor hereby irrevocably appoints the Collateral Trustee as the such Grantor’s attorney-in-fact fact, with full authority in the place and stead of such Grantor for and in the purpose name of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Trustee may deem reasonably necessary such Grantor or advisable otherwise, from time to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement). Without limiting the generality of the foregoing, the Collateral Trustee shall have the righttime, upon the occurrence and during the continuance of an a Junior Lien Event of Default, with full power of substitution either in the Collateral Trustee’s name discretion, to take any action and to execute any instrument that the Collateral Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Collateral Trustee pursuant to the Junior Lien Documents, (ii) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the name of such Grantor Collateral, (aiii) to receive, endorse, assign and/or deliver indorse and collect any and all notes, acceptances, checks, drafts, money orders drafts or other evidences instruments, documents and chattel paper, in connection with clause (i) or (ii) above, and (iv) to file any claims or take any action or institute any proceedings that the Collateral Trustee may deem necessary or desirable for the collection of payment relating to any of the Collateral or otherwise to enforce compliance with the terms and conditions of any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all Assigned Agreement or any the rights of the Collateral, (c) to sign the name of any Grantor on any invoice or xxxx of lading relating Collateral Trustee with respect to any of the Collateral. (b) Each Grantor hereby acknowledges, (d) consents and agrees that the power of attorney granted pursuant to send verifications of Accounts Receivable to any Account Debtor, (e) to commence this Section 19 is irrevocable and prosecute any coupled with an interest and all 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 Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 effective until all Secured Obligations have been paid in respect thereof or any property covered thereby. The Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faithfull in cash.

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Collateral Trustee as the such Grantor’s attorney-in-fact fact, with full authority in the place and stead of such Grantor for and in the purpose name of carrying out the provisions of this Agreement and taking such Grantor or otherwise to take any action and executing to execute any instrument that the Collateral Trustee which may deem reasonably be necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Security Agreement). Without limiting , subject, with respect to any instrument to be filed with the generality FCC or any action constituting or effectuating a transfer of control of any entity holding a license issued by the FCC, to any prior consent of the foregoingFCC required under applicable law, the Collateral Trustee shall have the right, including: (a) upon the occurrence and during the continuance of an any Priority Lien Event of Default, with full power of substitution either in the Collateral Trustee’s name to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the name Collateral; (b) upon the occurrence and during the continuance of such Grantor (a) any Priority Lien Event of Default, to receive, endorse, assign and/or deliver and collect any and all notes, acceptances, checks, drafts, money orders drafts or other evidences Instruments, Documents and Chattel Paper, in connection with clause (a) above; (c) upon the occurrence and during the continuance of payment relating any Priority Lien Event of Default, to file any claims or take any action or institute any proceedings necessary or desirable for the collection of any of the Collateral or any part thereof, (b) otherwise to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any enforce the rights of the Collateral, (c) to sign the name of any Grantor on any invoice or xxxx of lading relating Collateral Trustee with respect to any of the Collateral, ; and (d) to send verifications perform the affirmative obligations of Accounts Receivable such Grantor hereunder (including all obligations of such Grantor pursuant to any Account DebtorSection 5.5). Each Grantor hereby acknowledges, (e) consents and agrees that the power of attorney granted pursuant to commence this Section is irrevocable 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 all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, and (h) to use, sell, assign, transfer, pledge, make any agreement coupled with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faithan interest.

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor Subject to the terms of the Intercreditor Agreement, each Pledgor hereby appoints the Collateral Trustee as 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 that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond interest. Subject to the termination of this Agreement). Without limiting the generality terms of the foregoingIntercreditor Agreement, the Collateral Trustee shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Trustee’s name or in the name of such Grantor Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, ; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Grantor Pledgor on any invoice or xxxx of lading relating to any of the Collateral, ; (de) to send verifications of Accounts Receivable to any Account Debtor, ; (ef) 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 all or any of the Collateral or to enforce any rights in respect of any Collateral, ; (fg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, ; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its termsAgreement, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor Pledgor for any act or failure to act hereunder, except for their own gross negligence, negligence or willful misconduct or bad faithmisconduct.

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Trustee as 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 that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereofhereof at any time after the occurrence and during the continuance of an Event of Default, which appointment is irrevocable during the continuance of such Event of Default and is coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement)interest. Without limiting the generality of the foregoing, the Collateral Trustee shall have the right, but not the obligation, upon the occurrence and during the continuance of an Event of DefaultDefault and after notice by the Collateral Trustee to the applicable Grantor of the Collateral Trustee’s intent to exercise such rights, with full power of substitution either in the Collateral Trustee’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, ; (b) to demand, collect, 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 applicable Grantor on any invoice or xxxx bill 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 collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, ; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, ; (g) to notify, or to require any applicable Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, and ; (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its termsAgreement, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided(i) to make, howeversettle and adjust claims in respect of Article 9 Collateral under policies of insurance, to endorse the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance; (j) to make all determinations and decisions with respect thereto and (k) to obtain or maintain customary policies of insurance or to pay any premium in whole or in part relating thereto; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct or bad faiththat of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction.

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor The Pledgor hereby irrevocably appoints the Collateral Trustee as the its attorney-in-fact fact, with full authority in the place and stead of such Grantor for the purpose Pledgor and in the name of carrying out the provisions of this Agreement and taking any action and executing any instrument that Pledgor or otherwise, from time to time in the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereofTrustee’s discretion, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement). Without limiting the generality of the foregoing, the Collateral Trustee shall have the right, upon following the occurrence and during the continuance of an Event of Default, with full power of substitution either in to take any action and to execute any instrument, subject to the Intercreditor Agreement, which the Collateral Trustee’s name Trustee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including (a) to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the name of such Grantor Collateral, (ab) to receive, endorse, assign and/or deliver and collect any and all notes, acceptances, checks, drafts, money orders drafts or other evidences of payment relating to the Collateral or any part thereofInstruments, Documents and Chattel Paper, in connection with clause (ba) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateralabove, (c) to sign file any claims or take any action or institute any proceedings which the name Collateral Trustee may deem necessary or desirable for the collection of any Grantor on any invoice of the Collateral or xxxx otherwise to enforce the rights of lading relating the Collateral Trustee with respect to any of the Collateral, and (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 collect or otherwise realize on all or any perform the affirmative obligations of the Collateral or to enforce any rights in respect of any CollateralPledgor hereunder. THE PLEDGOR HEREBY ACKNOWLEDGES, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faithCONSENTS AND AGREES THAT THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 5.1 IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL BE EFFECTIVE UNTIL THE TERMINATION DATE.

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor Subsidiary Pledgor hereby appoints the Collateral Trustee as the attorney-in-fact of such Grantor Subsidiary Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement)interest. Without limiting the generality of the foregoing, the Collateral Trustee shall have the right, upon the occurrence and during the continuance of an Event of DefaultDefault of which the Collateral Trustee shall have received written notice from the Agent or a Trustee under the applicable Debt Instrument, with full power of substitution either in the Collateral Trustee’s 's name or in the name of such Grantor (a) Subsidiary Pledgor, to receiveask for, endorsedemand, assign and/or deliver sue for, collect, receive and give acquittance for any and all notesmoneys xxx or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to such Subsidiary Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereofthereof or on account thereof and to give full discharge for the same, (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 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 collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trusteeproceeding with respect thereto, and (h) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor Subsidiary Pledgor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct negligence or bad faithwilful misconduct.

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor Subsidiary Pledgor hereby appoints the Collateral Trustee as the attorney-in-fact of such Grantor Subsidiary Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (interest; provided that in no such event shall such appointment extend beyond the termination of this Agreement). Without limiting the generality of the foregoing, the Collateral Trustee shall have the such right, only upon the occurrence and during the continuance of an Event of DefaultDefault of which the Collateral Trustee shall have received written notice from the Agent or a Trustee under the applicable Debt Instrument, with which right shall include the full power of substitution either in the Collateral Trustee’s 's name or in the name of such Grantor (a) Subsidiary Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to such Subsidiary Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereofthereof or on account thereof and to give full discharge for the same, (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 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 collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trusteeproceeding with respect thereto, and (h) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor Subsidiary Pledgor for any act or failure to act hereunder, except for to the extent determined by a court of competent jurisdiction by a final non-appealable judgment to have resulted from their own gross negligence, willful misconduct negligence or bad faithwilful misconduct.

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Trustee as 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 that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable until this Agreement is terminated and coupled with an interest (interest; provided that in no such event the Collateral Trustee shall only take any action pursuant to such appointment extend beyond after the termination occurrence and during the continuation of this Agreement)an Event of Default. Without limiting the generality of the foregoing, the Collateral Trustee shall have the right, upon after the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Trustee’s name or in the name of such Grantor Grantor, to the extent permitted by law (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, ; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, ; (c) to ask for, demand, sxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Grantor on any invoice or xxxx bxxx of lading relating to any of the Collateral, ; (de) to send verifications of Accounts Receivable to any Account Debtor, ; (ef) 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 all or any of the Collateral or to enforce any rights in respect of any Collateral, ; (fg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, ; (gh) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, ; and (hi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its termsAgreement, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, negligence or willful misconduct or bad faithmisconduct.

Collateral Trustee Appointed Attorney-in-Fact. (a) Each Grantor hereby irrevocably appoints the Collateral Trustee as the such Grantor’s attorney-in-fact fact, with full authority in the place and stead of such Grantor for and in the purpose name of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Trustee may deem reasonably necessary such Grantor or advisable otherwise, from time to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement). Without limiting the generality of the foregoing, the Collateral Trustee shall have the righttime, upon the occurrence and during the continuance of an a Parity Lien Event of Default, with full power of substitution either in the Collateral Trustee’s name discretion, to take any action and to execute any instrument that the Collateral Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to the Collateral Trustee pursuant to the Parity Lien Documents, (ii) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the name of such Grantor Collateral, (aiii) to receive, endorse, assign and/or deliver indorse and collect any and all notes, acceptances, checks, drafts, money orders drafts or other evidences instruments, documents and chattel paper, in connection with clause (i) or (ii) above, and (iv) to file any claims or take any action or institute any proceedings that the Collateral Trustee may deem necessary or desirable for the collection of payment relating to any of the Collateral or otherwise to enforce compliance with the terms and conditions of any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all Assigned Agreement or any the rights of the Collateral, (c) to sign the name of any Grantor on any invoice or xxxx of lading relating Collateral Trustee with respect to any of the Collateral. (b) Each Grantor hereby acknowledges, (d) consents and agrees that the power of attorney granted pursuant to send verifications of Accounts Receivable to any Account Debtor, (e) to commence this Section 19 is irrevocable and prosecute any coupled with an interest and all 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 Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 effective until all Secured Obligations have been paid in respect thereof or any property covered thereby. The Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faithfull in cash.

Collateral Trustee Appointed Attorney-in-Fact. Each Subsidiary Grantor hereby appoints the Collateral Trustee as the attorney-in-fact of such Subsidiary Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (interest; provided that in no such event shall such appointment extend beyond the termination of this Agreement). Without limiting the generality of the foregoing, the Collateral Trustee shall have the such right, only upon the occurrence and during the continuance of an Event of Default, which right shall include the full power of substitution either in the Collateral Trustee's name or in the name of such Grantor upon the occurrence and during the continuance of an Event of Default of which the Collateral Trustee shall have received written notice from the Agent or a Trustee under the applicable Debt Instrument (as defined in the Shared Collateral Pledge Agreement), with full power of substitution either in the Collateral Trustee’s 's name or in the name of such Grantor (a) Subsidiary Grantor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to such Subsidiary Grantor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Collateral or any part thereofthereof or on account thereof and to give full discharge for the same, (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 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 collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trusteeproceeding with respect thereto, and (h) to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposessame; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Subsidiary Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct negligence or bad faithwilful misconduct.

Collateral Trustee Appointed Attorney-in-Fact. Each Until the Discharge of Priority Lien Obligations, each Grantor hereby irrevocably appoints the Collateral Trustee as the such Grantor’s attorney-in-fact fact, with full authority in the place and stead of such Grantor for and in the purpose name of carrying out the provisions of this Agreement and taking any action and executing any instrument that such Grantor or otherwise, from time to time in the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement). Without limiting the generality of the foregoing, the Collateral Trustee shall have the rightTrustee’s discretion, upon the occurrence and during the continuance of an a Parity Lien Event of Default, with full power of substitution either in to take any action and to execute any instrument that the Collateral Trustee’s name Trustee may deem necessary or in advisable to accomplish the name purposes of such Grantor this Agreement, including, without limitation: (a) to receive, endorse, assign and/or deliver any obtain and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating adjust insurance required to be paid to the Collateral or any part thereof, Trustee pursuant to the Parity Lien Documents, (b) to ask for, demand, collect, xxx for, recover, compromise, receive payment of, give receipt for and give discharges acquittance and releases receipts for moneys due and to become due under or in respect of all or any of the Collateral, , (c) to sign receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) or (b) above, and (d) to file any claims or take any action or institute any proceedings that the name Collateral Trustee may deem necessary or desirable for the collection of any Grantor on of the Collateral or otherwise to enforce compliance with the terms and conditions of any invoice Assigned Agreement or xxxx the rights of lading relating the Collateral Trustee with respect 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 collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of provided that this Agreement in accordance with its terms, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained Section 17 shall be construed as requiring or obligating not authorize the Collateral Trustee to make any commitment execute or to make any inquiry as certify applications to the nature or sufficiency FCC in the name of any payment received Grantor except to the extent permitted by the Collateral Trustee, or to present or file any claim or notice, or to take any action with respect to Communications Laws and shall not authorize the Collateral Trustee to exercise operational, voting or other control over any part thereof or facilities authorized under any FCC Licenses unless and until the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Trustee and the other Secured Parties FCC shall be accountable only for amounts actually received as a result of the exercise of the powers have granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faithsuch authority.

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Trustee as the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Security Agreement in accordance with Section 6.14(a)) and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement)interest. Without limiting the generality of the foregoing, the Collateral Trustee shall have the right, upon the occurrence and during the continuance of an Event of DefaultDefault and (other than after an Event of Default under Section 7.1(a), (b), (i) or (j) of the Indenture) notice by the Collateral Trustee to the Issuer of its intent to exercise such rights, with full power of substitution either in the Collateral Trustee’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, ; (b) to demand, collect, 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 any invoice or xxxx bill of lading relating to any of the Collateral, ; (d) to send verifications of Accounts Receivable 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 collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, ; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, ; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, and ; (h) to use, sell, assign, transfervote, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its termsSecurity Agreement, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposespurposes and (i) to make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance, indorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee and the other Secured Parties Noteholders shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith or material breach of this Security Agreement or willful misconduct or bad faiththat of any of their controlled Affiliates or any of the directors, officers, employees, advisors, agents or members of any of the foregoing (in each case as determined by a court of competent jurisdiction in a final and non-appealable decision).

Collateral Trustee Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Collateral Trustee as the its attorney-in-fact fact, with full authority in the place and stead of such Grantor for and in the purpose name of carrying out such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the provisions of this Agreement and taking Indenture, to take any action and executing to execute any instrument that the which Collateral Trustee may reasonably deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest (provided that in no such event shall such appointment extend beyond the termination of this Agreement). Without limiting , including: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the generality Accounts or any other Collateral of such Grantor; (b) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Collateral Trustee; (c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral constituting Collateral or Chattel Paper; (d) to file any claims or take any action or institute any proceedings which Collateral Trustee may deem necessary or desirable for the collection of any of the foregoing, Collateral of such Grantor or otherwise to enforce the rights of Collateral Trustee with respect to any of the Collateral; (e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; (f) to use any Intellectual Property or Intellectual Property Licenses (to the extent permitted thereunder) of such Grantor, including, but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and (g) Collateral Trustee, on behalf of the Secured Parties, shall have the right, upon but shall not be obligated, to bring suit in its own name to enforce the occurrence Intellectual Property and during Intellectual Property Licenses (to the continuance extent permitted thereunder) and, if Collateral Trustee shall commence any such suit, the appropriate Grantor shall, at the request of an Event of Default, with full power of substitution either in the Collateral Trustee’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver do any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for lawful acts and give discharges and releases of all or any of the Collateral, (c) to sign the name of any Grantor on 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 execute any and all suitsproper documents reasonably required by Collateral Trustee in aid of such enforcement. To the extent permitted by law, actions each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or proceedings at law or in equity in any court of competent jurisdiction cause to collect or otherwise realize on all or any of the Collateral or be done pursuant to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully this Section 10. This power of attorney is coupled with an interest and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, 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 Collateral Trustee 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 neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faithirrevocable until this Agreement is terminated.