General Authority of the Trustee over the Collateral. Each --------------------------------------------------------- Obligor hereby irrevocably constitutes and appoints the Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its or his own name, from time to time in the Trustee's discretion, subject to subsection 2.1, so long as any Notice of Acceleration is in effect, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Trust Agreement and the Trust Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Obligor hereby acknowledges that the Trustee shall have all powers and remedies set forth in the Trust Security Documents, subject to subsection 2.1. Notwithstanding the foregoing, so long as no Notice of Acceleration is in effect, the Trustee shall take such actions and exercise such remedies as are permitted by the Trust Security Documents in accordance with the instructions of the Administrative Agent delivered to the Trustee. In the event that, pursuant to the terms of the relevant Trust Security Document or Secured Instrument, the Administrative Agent shall only be entitled to direct the Trustee after the occurrence of an Event of Default, the Administrative Agent shall certify in such direction that an Event of Default has occurred and is continuing.
General Authority of the Trustee over the Collateral. Navistar Financial hereby irrevocably constitutes and appoints the Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of Navistar Financial or in its own name, from time to time in the Trustee’s discretion, so long as any Notice of Acceleration is in effect, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement and accomplish the purposes hereof and, without limiting the generality of the foregoing, Navistar Financial hereby gives the Trustee the power and right on behalf of Navistar Financial, without notice to or further assent by Navistar Financial, except as provided in Section 5.03(b), to do the following:
(i) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due upon, or in connection with, the Collateral;
(ii) to receive, take, endorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments and Chattel Paper taken or received by the Trustee as, or in connection with, the Collateral;
(iii) to commence, prosecute, defend, settle, compromise or adjust any claim, suit, action or proceeding with respect to, or in connection with, the Collateral;
(iv) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof or the proceeds or avails thereof as fully and effectively as if the Trustee were the absolute owner thereof;
(v) to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto; and
(vi) to do, at its option and at the expense and for the account of Navistar Financial, at any time or from time to time, all acts and things which the Trustee deems necessary to protect or preserve the Collateral and to realize upon the Collateral.
General Authority of the Trustee over the Collateral. Each Obligor hereby irrevocably constitutes and appoints the Trustee, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the name of such Obligor or in its own name, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement and the Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Obligor hereby acknowledges that the Trustee shall have all powers and remedies set forth in the Security Documents; provided that the Trustee shall take such actions and exercise such remedies solely in accordance with Requisite Instructions delivered to the Trustee.
General Authority of the Trustee over the Collateral. (a) Each Grantor hereby appoints the Trustee as its true and lawful attorney-in-fact for the purpose of taking any action and executing any and all documents and instruments as necessary to, or that the Trustee may deem necessary or desirable to, carry out the terms of this Agreement and the other Financing Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Trustee shall have all powers and remedies set forth in the Financing Documents. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof in accordance with the terms of this Agreement and the other Financing Documents.
(a) By acceptance of the benefits of this Agreement and the Financing Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Trustee as its agent hereunder and under the Financing Documents, (ii) to confirm that the Trustee shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Financing Documents against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement or any Financing Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Financing Documents.
(b) The Trustee hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Financing Documents and the Collateral granted to the Trustee thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement; and the Trustee further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, for the enforcement of the payment of all Obligations (subject to the limitations and priorities set forth herein and in the respective Security Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Financing Documents.
