Common use of Registration Statement and Related Matters Clause in Contracts

Registration Statement and Related Matters. In accordance with the Original Declaration, Pogo, as the sponsor of the Trust, was authorized (i) to file with the Commission and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (Registration Nos. 333-[_____], 333-[____]-01 and 333-[____]-02) (the "1933 Act Registration Statement") including any pre-effective or post-effective amendments thereto, relating to the registration under the Securities Act of the Preferred Securities and (b) if Pogo shall deem it desirable, a Registration Statement on Form 8-A or other appropriate form (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities under Section 12 of the Exchange Act; if Pogo shall deem it desirable, to prepare and file with the New York Stock Exchange or one or more national securities exchange(s) (each, an "Exchange") or the National Association of Securities Dealers, Inc. (the "NASD") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("Nasdaq"); (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and all other papers and documents as Pogo, on behalf of the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or "Blue Sky" laws of such jurisdictions as Pogo on behalf of the Trust, may deem necessary or desirable; and (iv) to negotiate the terms and execute on behalf of the Trust the Underwriting Agreement. In the event that any filing referred to in clauses (i)-(iii) above is required by the rules and regulations of the Commission, any Exchange, Nasdaq, the NASD or state securities or blue sky laws, to be executed on behalf of the Trust by the Trustees, the Regular Trustees, in their capacities as Trustees of the Trust, and Pogo are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Property Trustee and the Delaware Trustee, in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, any Exchange, Nasdaq, the NASD or state securities or blue sky laws. In connection with all of the foregoing, Pogo and each Trustee, solely in its capacity as Trustee of the Trust, have constituted and appointed, and hereby confirm the appointment of, [________________________], [________________________] and [________________________] and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact, and agents, with full power of substitution and resubstitution, for Pogo or such Trustee or in Pogo's or such Trustee's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as Pogo or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Registration Statement and Related Matters. In accordance with the Original Declaration, PogoTime Warner and the Trustees have authorized and directed, and hereby confirm the authorization of, Time Warner, as the sponsor of the Trust, was authorized (ia) to file with the Commission and execute, in each case on behalf of the Trust, (ai) the Registration Statement on Form S-3 (Registration File Nos. 333-[_____]33-61523, 333-[____]-01 and 333-[____]-02) (the 33- 61523-01, 33-00000-00 xnd 33-61523-03)(the "1933 Act Registration Statement") including any pre-effective or post-effective amendments theretoto such Registration Statement, relating to the registration under the Securities Act of the Preferred Securities of the Trust and (bii) if Pogo shall deem it desirable, a Registration Statement on Form 8-A or other appropriate form (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 12(b) of the Exchange Act; if Pogo shall deem it desirable, (b) to prepare and file with the New York Stock Exchange or one or more any other national securities exchange(s) (each, an "Exchange") or the National Association of Securities Dealers, Inc. (the "NASD") exchange and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such the New York Stock Exchange or the NASD's Nasdaq National Market ("Nasdaq")such other national securities exchange; (iiic) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and all other papers and documents as Pogo, on behalf of the Trust, may deem shall be necessary or desirable to register the Preferred Securities under the securities or "Blue Sky" laws of such jurisdictions as Pogo Time Warner on behalf of the Trust, Trust may deem necessary or desirable; desirable and (ivd) to negotiate the terms and execute on behalf of the Trust the Underwriting Agreement, substantially in the form included as Exhibit 1 to the 1933 Act Registration Statement with such changes thereto as may be approved by the authorized officer of the Sponsor executing the same, such approval to be evidenced by such officer's execution thereof. In the event that any filing referred to in clauses (i)-(iiia)-(c) above is required by the rules and regulations of the Commission, any Exchange, Nasdaq, the NASD New York Stock Exchange or state securities or blue sky laws, to be executed on behalf of the Trust by the Trustees, the Regular Trustees, in their capacities as Trustees of the Trust, and Pogo are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Property Trustee and the Delaware Trustee, in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, any Exchange, Nasdaq, the NASD New York Stock Exchange or state securities or blue sky laws. In connection with all of the foregoing, Pogo Time Warner and each Trustee, solely in its capacity as Trustee of the Trust, have constituted and appointed, and hereby confirm the appointment of, [________________________]Gexxxx X. Xxxxx, [________________________] and [________________________] Rixxxxx X. Xxxxxxx, Rixxxxx X. Xxxxxxxx, Pexxx X. Xxxx xnd Phxxxx X. Xxxxxxx, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact, and agents, with full power of substitution and resubstitution, for Pogo Time Warner or such Trustee or in PogoTime Warner's or such Trustee's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and to execute and file with the New York Stock Exchange or any other national securities exchange a listing application and all other applications and documents as shall be necessary or desirable in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as Pogo Time Warner or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully shall do or cause to be done by virtue hereof.

Registration Statement and Related Matters. In accordance with the Original Declaration, PogoACS, as the sponsor of the Trust, was authorized (ia) to prepare and file with the Commission and execute, in each case on behalf of the Trust, (ai) the a Registration Statement on Form S-3 (Registration NosNo. 333-[_____], 333-[____]-01 and 333-[____]-02__) (the "1933 Act Registration Statement") ), including any pre-effective or post-effective amendments theretoto such Registration Statement, relating to the registration under the Securities Act of the Preferred Securities and certain other securities of the Sponsor and (bii) if Pogo shall deem it desirable, a Registration Statement on Form 8-A or other appropriate form (the "1934 Act Registration Statement") (), including all pre-effective and post-effective amendments thereto) , relating to the registration of the Preferred Securities under Section 12 of the Exchange Act; (b) if Pogo shall deem the Sponsor deemed it desirable, to prepare and file with the New York Stock Exchange or one or more national securities exchange(s) (each, an "Exchange") or the National Association of Securities Dealers, Inc. or any other automated quotation system, exchange or over-the-counter market (collectively, the "NASDExchanges") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such Exchange or the NASD's Nasdaq National Market ("Nasdaq")Exchange; (iiic) to prepare and file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and all other papers and documents as Pogothe Sponsor, on behalf of the Trust, may deem deemed necessary or desirable to register the Preferred Securities under the securities or "Blue Sky" laws of such jurisdictions as Pogo the Sponsor, on behalf of the Trust, may deem deemed necessary or desirable; and (ivd) to negotiate the terms and execute on behalf of the Trust the Underwriting Agreement. In the event that any filing referred to in clauses (i)-(iiia)-(c) above is required by the rules and regulations of the Commission, any Exchange, Nasdaqthe National Association of Securities Dealers, the NASD Inc. or state securities or blue sky laws, to be executed on behalf of the Trust by the Regular Trustees, the Regular Trustees, in their capacities as Trustees Trustee of 24 29 the Trust, and Pogo are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Property Trustee and the Delaware Trustee, in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, any Exchange, Nasdaq, the NASD or state securities or blue sky laws. In connection with all of the foregoing, Pogo and each Regular Trustee, solely in its capacity as Trustee of the Trust, have has constituted and appointed, and hereby confirm confirms the appointment of, [________________________]Jefxxxx X. Xxxx, [________________________] and [________________________] and Xarx X. Xxxx xxd Wilxxxx X. Xxxxxxxxx, Xx., xnd each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact, and agents, with full power of substitution and resubstitution, for Pogo or such Trustee or in Pogo's or such Trustee's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as Pogo or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Registration Statement and Related Matters. In accordance with the Original Declaration, PogoTime Warner and the Trustees have authorized and directed, and hereby confirm the authorization of, Time Warner, as the sponsor of the Trust, was authorized (ia) to file with the Commission and execute, in each case on behalf of the Trust, (ai) the Registration Statement on Form S-3 (Registration File Nos. 333-[_____], 333-[____]-01 33-60203 and 333-[____]-0233-60203-01) (the "1933 Act Registration Statement") including any pre-effective or post-effective amendments theretoto such Registration Statement, relating to the registration under the Securities Act of the Preferred Securities of the Trust and (bii) if Pogo shall deem it desirable, a Registration Statement on Form 8-A or other appropriate form (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under Section 12 12(b) of the Exchange Act; if Pogo shall deem it desirable, (b) to prepare and file with the New York Stock Exchange or one or more any other national securities exchange(s) (each, an "Exchange") or the National Association of Securities Dealers, Inc. (the "NASD") exchange and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any such the New York Stock Exchange or the NASD's Nasdaq National Market ("Nasdaq")such other national securities exchange; (iiic) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and all other papers and documents as Pogo, on behalf of the Trust, may deem shall be necessary or desirable to register the Preferred Securities under the securities or "Blue Sky" laws of such jurisdictions as Pogo Time Warner on behalf of the Trust, Trust may deem necessary or desirable; desirable and (ivd) to negotiate the terms and execute on behalf of the Trust the Underwriting AgreementAgreement relating to the issuance and sale of the Preferred Securities, substantially in the form included as Exhibit 1 to the 1933 Act Registration Statement with such changes thereto as may be approved by the authorized officer of the Sponsor executing the same, such approval to be evidenced by such officer's execution thereof. In the event that any filing referred to in clauses (i)-(iiia)-(c) above is required by the rules and regulations of the Commission, any Exchange, Nasdaq, the NASD New York Stock Exchange or state securities or blue sky laws, to be executed on behalf of the Trust by the Trustees, the Regular Trustees, in their capacities as Trustees of the Trust, and Pogo are hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Property Trustee and the Delaware Trustee, in their capacities as Trustees of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, any Exchange, Nasdaq, the NASD New York Stock Exchange or state securities or blue sky laws. In connection with all of the foregoing, Pogo Time Warner and each Trustee, solely in its capacity as Trustee of the Trust, have constituted and appointed, and hereby confirm the appointment of, [________________________]Gexxxx X. Xxxxx, [________________________] and [________________________] Rixxxxx X. Xxxxxxx, Rixxxxx X. Xxxxxxxx, Pexxx X. Xxxx xnd Phxxxx X. Xxxxxxx, and each of them, as his, her or its, as the case may be, true and lawful attorneys-in-fact, and agents, with full power of substitution and resubstitution, for Pogo Time Warner or such Trustee or in PogoTime Warner's or such Trustee's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and to execute and file with the New York Stock Exchange or any other national securities exchange a listing application and all other applications and documents as shall be necessary or desirable in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as Pogo Time Warner or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully shall do or cause to be done by virtue hereof.