Common use of Joint Position of Depositors; Power of Attorney Clause in Contracts

Joint Position of Depositors; Power of Attorney. (a) The ----------------------------------------------- Depositors shall be jointly and severally liable for the obligations imposed upon and undertaken by the Depositors hereunder. At all times prior to the termination of the Trust and while more than one Depositor shall be acting hereunder, there shall be maintained on file with the Trustee a power of attorney (which, initially, constitutes part of the Closing Memorandum delivered by the Trustee and the Depositor in connection with the deposit made pursuant to Section 2.1) executed in favor of one Depositor by the other Depositor constituting and appointing the non-executing Depositor the trust and lawful agent and attorney-in-fact of the executing Depositor to execute and deliver for and on behalf of the executing Depositor any and all notices, opinions, certificates, lists, demands, directions, instruments or other documents provided or permitted to be executed or delivered by the Depositors hereunder or to take any other action in respect hereof. Such power of attorney shall continue in effect as to the executing Depositor until written notice of revocation thereof has been given by such executing Depositor to the Trustee and the non-executing Depositor. Prior to receipt of such notice of revocation, the Trustee shall be entitled to rely conclusively upon such power of attorney as authorizing the non-executing Depositor to give any notice, opinion, certificate, list, demand, direction, instrument or other document provided for or permitted hereunder or to take any other action in respect hereof on behalf of the executing Depositor as to which such power of attorney is in effect. (b) In the event that the power of attorney referred to in paragraph (a) shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one Business Day by another power of attorney conforming with the requirements of said paragraph, the Depositors shall be deemed to have been unable to reach agreement with respect to an action to be taken jointly by them hereunder and thereupon the Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositor shall act hereunder without the necessity of any other or further action on the part of the Depositors or of the Trustee.

Joint Position of Depositors; Power of Attorney. (aA) The ----------------------------------------------- Depositors shall be jointly and severally liable for the obligations imposed upon and undertaken by the Depositors hereunder. At all times prior to the termination of the Trust and while more than one Depositor shall be acting hereunder, there shall be maintained on file with the Trustee a power of attorney (which, initially, constitutes part of the Closing Memorandum delivered by the Trustee and the Depositor in connection with the deposit made pursuant to Section 2.1) executed in favor of one Depositor by the other Depositor constituting and appointing the non-executing Depositor the trust and lawful agent and attorney-in-fact of the executing Depositor to execute and deliver for and on behalf of the executing Depositor any and all notices, opinions, certificates, lists, demands, directions, instruments or other documents provided or permitted to be executed or delivered by the Depositors hereunder or to take any other action in respect hereof. Such power of attorney shall continue in effect as to the executing Depositor until written notice of revocation thereof has been given by such executing Depositor to the Trustee and the non-executing Depositor. Prior to receipt of such notice of revocation, the Trustee shall be entitled to rely conclusively upon such power of attorney as authorizing the non-executing Depositor to give any notice, opinion, certificate, list, demand, direction, instrument or other document provided for or permitted hereunder or to take any other action in respect hereof on behalf of the executing Depositor as to which such power of attorney is in effect. (ba) In the event that the power of attorney referred to in paragraph (a) shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one Business Day by another power of attorney conforming with the requirements of said paragraph, the Depositors shall be deemed to have been unable to reach agreement with respect to an action to be taken jointly by them hereunder and thereupon the Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositor shall act hereunder without the necessity of any other or further action on the part of the Depositors or of the Trustee.

Joint Position of Depositors; Power of Attorney. (a) The ----------------------------------------------- Depositors shall be jointly and severally 641739.4 -40- liable for the obligations imposed upon and undertaken by the Depositors hereunder. At all times prior to the termination of the Trust and while more than one Depositor shall be acting hereunder, there shall be maintained on file with the Trustee a power of attorney (which, initially, constitutes part of the Closing Memorandum delivered by the Trustee and the Depositor in connection with the deposit made pursuant to Section 2.1) executed in favor of one Depositor by the other Depositor constituting and appointing the non-executing Depositor the trust and lawful agent and attorney-in-fact of the executing Depositor to execute and deliver for and on behalf of the executing Depositor any and all notices, opinions, certificates, lists, demands, directions, instruments or other documents provided or permitted to be executed or delivered by the Depositors hereunder or to take any other action in respect hereof. Such power of attorney shall continue in effect as to the executing Depositor until written notice of revocation thereof has been given by such executing Depositor to the Trustee and the non-executing Depositor. Prior to receipt of such notice of revocation, the Trustee shall be entitled to rely conclusively upon such power of attorney as authorizing the non-executing Depositor to give any notice, opinion, certificate, list, demand, direction, instrument or other document provided for or permitted hereunder or to take any other action in respect hereof on behalf of the executing Depositor as to which such power of attorney is in effect. (b) In the event that the power of attorney referred to in paragraph (a) shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one Business Day by another power of attorney conforming with the requirements of said paragraph, the Depositors shall be deemed to have been unable to reach agreement with respect to an action to be taken jointly by them hereunder and thereupon the Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositor shall act hereunder without the necessity of any other or further action on the part of the Depositors or of the Trustee.

Joint Position of Depositors; Power of Attorney. (a) The ----------------------------------------------- Depositors shall be jointly and severally liable for the obligations imposed upon and undertaken by the Depositors hereunder. At all times prior to the termination of the Trust and while more than one Depositor shall be acting hereunder, there shall be maintained on file with the Trustee a power of attorney (which, initially, constitutes part of the Closing Memorandum delivered by the Trustee and the Depositor in connection with the deposit made pursuant to Section 2.1) executed in favor of one Depositor by the other Depositor constituting and appointing the non-executing Depositor the trust and lawful agent and attorney-in-fact of the executing Depositor to execute and deliver for and on behalf of the executing Depositor any and all notices, opinions, certificates, lists, demands, directions, instruments or other documents provided or permitted to be executed or delivered by the Depositors hereunder or to take any other action in respect hereof. Such power of attorney shall continue in effect as to the executing Depositor until written notice of revocation thereof has been given by such executing Depositor to the Trustee and the non-executing Depositor. Prior to receipt of such notice of revocation, the Trustee shall be entitled to rely conclusively upon such power of attorney as authorizing the non-executing Depositor to give any notice, opinion, certificate, list, demand, direction, instrument or other document provided for or permitted hereunder or to take any other action in respect hereof on behalf of the executing Depositor as to which such power of attorney is in effect. (b) In the event that the power of attorney referred to in paragraph (a) shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one Business Day by another power of attorney conforming with the requirements of said paragraph, the Depositors shall be deemed to have been unable to reach agreement with respect to an action to be taken jointly by them hereunder and thereupon the Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositor shall act hereunder without the necessity of any other or further action on the part of the Depositors or of the Trustee.

Joint Position of Depositors; Power of Attorney. (a) The ----------------------------------------------- Depositors shall be jointly and severally liable for the obligations imposed upon and undertaken by the Depositors hereunder. At all times prior to the termination of the Trust and while more than one Depositor shall be acting hereunder, there shall be maintained on file with the Trustee a power of attorney (which, initially, constitutes part of the Closing Memorandum delivered by the Trustee and the Depositor in connection with the deposit made pursuant to Section 2.1) executed in favor of one Depositor by the other Depositor constituting and appointing the non-executing Depositor the trust and lawful agent and attorney-in-fact of the executing Depositor to execute and deliver for and on behalf of the executing Depositor any and all notices, opinions, certificates, lists, demands, directions, instruments or other documents provided or permitted to be executed or delivered by the Depositors hereunder or to take any other action in respect hereof. Such power of attorney shall continue in effect as to the executing Depositor until written notice of revocation thereof has been given by such executing Depositor to the Trustee and the non-executing Depositor. Prior to receipt of such notice of revocation, the Trustee shall be entitled to rely conclusively upon such power of attorney as authorizing the non-executing Depositor to give any notice, opinion, certificate, list, demand, direction, instrument or other document provided for or permitted hereunder or to take any other action in respect hereof on behalf of the executing Depositor as to which such power of attorney is in effect. (b) In the event that the power of attorney referred to in paragraph (a) shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one Business Day by another power of attorney conforming with the requirements of said paragraph, the Depositors shall be deemed to have been unable to reach agreement with respect to an action to be taken jointly by them hereunder and thereupon the Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositor shall act hereunder without the necessity of any other or further action on the part of the Depositors or of the Trustee.