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

Security Trustee Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, Pledgor hereby appoints Security Trustee as Pledgor’s attorney-in-fact for the purpose, from and after the occurrence and during the continuance of an Acceleration Event, but in each case, subject to any limitation or prohibition contained in, and to compliance with, the Permitted Restrictions, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument that Security Trustee from time to time in Security Trustee’s reasonable discretion may deem necessary or advisable to accomplish the purposes of this Pledge Agreement. Without limiting the generality of the foregoing, Security Trustee shall, from and after the occurrence and during the continuance of an Acceleration Event, and subject to any limitation or prohibition contained in, and to compliance with, the Permitted Restrictions, have the right and power to: (i) receive, endorse and collect all checks and other orders for the payment of money made payable to Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral; (iii) exercise all rights of Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities; (iv) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (v) file any claims or take any action or institute any proceedings that Security Trustee may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of Security Trustee with respect to any of the Pledged Collateral; and (vi) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Security Trustee were the absolute owner thereof for all purposes, and to do, at Security Trustee’s option and Pledgor’s expense, at any time or from time to time, all acts and things that Security Trustee deems reasonably necessary to protect, preserve or realize upon the Pledged Collateral. (b) Pledgor hereby ratifies and approves all acts of Security Trustee made or taken pursuant to this Section 8.02 and in compliance with the Permitted Restrictions (provided, that Pledgor does not, by virtue of such ratification, release any claim that Pledgor may otherwise have against Security Trustee for any such acts made or taken by Security Trustee through gross negligence or willful misconduct). Neither Security Trustee nor any person designated by Security Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Security Trustee’s gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in force.

Security Trustee Appointed Attorney-in-Fact. (a) To effectuate Each Grantor hereby irrevocably appoints the terms and provisions hereof, Pledgor hereby appoints Security Trustee as Pledgor’s such Grantor's attorney-in-fact for fact, with full authority in the purposeplace and stead of such Grantor and at the expense of the Grantors and in the name of such Grantor or otherwise, from and after the occurrence and during the continuance of an Acceleration Event, but in each case, subject to any limitation or prohibition contained in, and to compliance with, the Permitted Restrictions, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument that Security Trustee from time to time in the Security Trustee’s reasonable discretion 's discretion, to take any action and to execute any instrument that the Security Trustee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement. Without limiting the generality of the foregoing, Security Trustee shall, from and after the occurrence and including: (a) during the continuance of an Acceleration Event, and subject Indenture Event of Default (if any Notes are outstanding) or a Credit Facility Event of Default (if any Loans are outstanding) to any limitation or prohibition contained in, and to compliance with, the Permitted Restrictions, have the right and power to: (i) receive, endorse and collect all checks and other orders for the payment of money made payable to Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral; (iii) exercise all rights of Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities; (iv) askask for, demand, collect, xxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (vb) during the continuance of an Indenture Event of Default (if any Notes are outstanding) or a Credit Facility Event of Default (if any Loans are outstanding) to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; (c) during the continuance of an Indenture Event of Default (if any Notes are outstanding) or a Credit Facility Event of Default (if any Loans are outstanding) to file any claims or take any action or institute any proceedings that the Security Trustee may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Security Trustee with respect to any of the Pledged Collateral; and (vid) generally to sellexecute and file any financing or continuation statements, transferor amendments thereto, and such other instruments or notices, as may be necessary or desirable under the UCC, including as identified to the Security Trustee pursuant to the Opinion of Counsel described in Section 2.18 hereof, in order to perfect and preserve the pledge, make any agreement with respect to or otherwise deal with any of assignment and security interest granted hereby; provided that the Pledged Collateral as fully and completely as though Security Trustee were the absolute owner thereof for all purposes, and to do, at Security Trustee’s option and Pledgor’s expense, at any time or from time to time, all acts and things that Security Trustee deems reasonably necessary to protect, preserve or realize upon the Pledged Collateral. (b) Pledgor hereby ratifies and approves all acts 's exercise of Security Trustee made or taken pursuant to this Section 8.02 and in compliance with the Permitted Restrictions (provided, that Pledgor does not, by virtue of such ratification, release any claim that Pledgor may otherwise have against Security Trustee for any such acts made or taken by Security Trustee through gross negligence or willful misconduct). Neither Security Trustee nor any person designated by Security Trustee power shall be liable for any acts or omissions or for any error subject to Section 2.07(f) of judgment or mistake of fact or law, except such as may result from Security Trustee’s gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in forceAgreement.

Security Trustee Appointed Attorney-in-Fact. (a) To effectuate The Pledgors hereby by way of security only irrevocably appoint the terms and provisions hereof, Pledgor hereby appoints Security Trustee as Pledgor’s and any person nominated in writing by the Security Trustee severally to be the Pledgors’ attorney-in-fact for (which appointment shall be coupled with an interest)(with full powers of substitution and delegation), with full authority to act in the purposeplace and stead of the Pledgors and in the name of the Pledgors or otherwise, from and after the occurrence and during the continuance of an Acceleration Event, but in each case, subject to any limitation or prohibition contained in, and to compliance with, the Permitted Restrictions, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument that Security Trustee from time to time in the Security Trustee’s reasonable discretion to take any action and to execute any instrument which the Security Trustee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement. Without limiting the generality of the foregoing, Security Trustee shall, from and after the occurrence and during the continuance of an Acceleration Event, and subject to any limitation or prohibition contained in, and to compliance with, the Permitted Restrictions, have the right and power toadvisable: (a) to perfect or protect the security created by this agreement, including without limitation (i) receiveexecuting and filing (aa) financing statements describing the Collateral in all jurisdictions of the Security Trustee’s choosing (bb) amendments to financing statements with respect to changes in names, endorse identities, corporate structures or addresses of the Pledgors or any of the Secured Parties and collect all checks and other orders for the payment of money made payable to Pledgor representing any interest or dividend or other distribution or amount payable (cc) continuation statements in respect of the Pledged Collateral or any part thereof such financing statements and to give full discharge for the same; (ii) execute endorsementsdelivering to the Security Trustee undated stock powers duly executed in blank and/or any other separate documents executed by the Pledgors which are effective for the purpose of granting the power to assign, assignments transfer or other instruments redeem) and otherwise to facilitate the exercise by the Security Trustee of conveyance or transfer with respect to all or any of the Pledged Collateral;rights, powers and/or discretions exercisable by the Security Trustee in accordance with and subject to the terms of this agreement; and (iiib) exercise to do anything which the Pledgors are obliged to do (but have not done) under this agreement; and (c) on or following the occurrence of an Event of Default (whilst the same is continuing) to facilitate the realisation of all rights of Pledgor as owner or any of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities; (iv) ask, demand, collect, xxx sxx for, recover, compound, receive and give acquittance discharge and receipts for moneys due and to become due under or in respect of connection with the Collateral, to receive, indorse and collect any of the Pledged Collateral; (v) drafts or other instrument, documents and chattel paper in connection therewith, to file any claims or take any action or institute any proceedings proceedings, that the Security Trustee may deem to be necessary or desirable for the collection of any of the Pledged Collateral thereof or otherwise to enforce compliance with the rights terms and conditions of Security Trustee with respect to any of the Pledged Collateral; and (vi) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Security Trustee were the absolute owner thereof for all purposesthis agreement, and to domake and execute all conveyances, at Security Trustee’s option assignments and Pledgor’s expense, at any time or from time transfers of the Collateral sold pursuant to time, Section 12(c) hereof. The Pledgors hereby ratify and confirm all acts and things that the Security Trustee deems reasonably necessary to protectand any of its delegates or sub-delegates or nominees, preserve or realize upon the Pledged Collateral. (b) Pledgor hereby ratifies and approves all acts of Security Trustee made or taken pursuant to this Section 8.02 and in compliance with the Permitted Restrictions (providedas said attorney-in-fact, that Pledgor does not, shall do by virtue of such ratificationhereof. Notwithstanding the foregoing, release any claim that Pledgor may otherwise have against Security Trustee for any such acts made or taken except as required by Security Trustee through gross negligence or willful misconduct). Neither applicable law, neither the Security Trustee nor any person designated by Security Trustee of its delegates, sub-delegates or nominees shall be liable for obligated to exercise any acts right or omissions duty as attorney-in-fact, and shall have no liabilities or for any error of judgment or mistake of fact or law, except such as may result from Security Trustee’s gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain duties to the Pledgors in forceconnection therewith.

Security Trustee Appointed Attorney-in-Fact. (a) To effectuate The Grantor hereby irrevocably appoints the terms and provisions hereof, Pledgor hereby appoints Security Trustee as Pledgor’s its attorney-in-fact for fact, with full authority in the purposeplace and stead of the Grantor and in the name of the Grantor or otherwise, from and after the occurrence and during the continuance of an Acceleration Event, but in each case, subject to any limitation or prohibition contained in, and to compliance with, the Permitted Restrictions, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument that Security Trustee from time to time in after an Event of Default has occurred and is continuing, to take any action and to execute any instrument that the Security Trustee’s reasonable discretion Trustee may deem necessary necessary, advisable or advisable desirable to accomplish the purposes of this Pledge Agreement or any other Operative Agreement. Without limiting the generality of the foregoing, Security Trustee shall, from and after the occurrence and during the continuance of an Acceleration Event, and subject to any limitation or prohibition contained in, and to compliance with, the Permitted Restrictions, have the right and power toincluding: (ia) receive, endorse and collect all checks and other orders for the payment of money made payable to Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral; (iii) exercise all rights of Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities; (iv) askask for, demand, collect, xxx sue for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (vb) to receive, indorse and collect any drafts or other instruments and documents included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the Security Trustee may deem necessary necessary, advisable or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Security Trustee with respect to any of the Pledged Collateral; (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, including as may be identified to the Security Trustee pursuant to the opinion of counsel described in Section 5.04(c) in order to perfect and preserve the pledge, assignment and security interest granted hereby; provided that the Security Trustee’s exercise of any such power shall be subject to Section 2.07; (e) to make all necessary transfers of all or any part of the Collateral in connection with any sale or other disposition thereof made pursuant to Article III hereof; and (vif) generally to sellemploy legal counsel to appear in its name in any court in any jurisdiction to contest and compromise and discharge any alleged Lien, transfer, pledge, make any agreement with respect to charge or otherwise deal with other encumbrance asserted against any of the Pledged Collateral as fully Collateral, in any manner and completely as though by any means that shall to it or them, in its or their sole and complete discretion, seem proper; provided, however, that any such undertaking on the part of the Security Trustee were shall not qualify in any manner or to any extent or degree the absolute owner thereof for all purposesobligation of the Grantor so to defend its title to, and to do, at Security Trustee’s option and Pledgor’s expense, at any time or from time to time, all acts and things that the security interest of the Security Trustee deems reasonably necessary to protectin, preserve or realize upon the Pledged Collateral. (b) Pledgor Collateral and every part thereof, the Grantor hereby ratifies and approves all acts of Security Trustee made or taken pursuant to this Section 8.02 and in compliance with the Permitted Restrictions (provided, acknowledging that Pledgor does notits said attorney shall have no duty, by virtue of such ratificationthis Section 2.12 or at the risk of otherwise waiving or qualifying the obligation of the Grantor to do so, release to do any claim that Pledgor may otherwise have against Security Trustee for any such acts made or taken by Security Trustee through gross negligence or willful misconduct). Neither Security Trustee nor any person designated by Security Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Security Trustee’s gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in forcethe above acts.

Security Trustee Appointed Attorney-in-Fact. (a) To effectuate Each Grantor hereby irrevocably appoints the terms and provisions hereof, Pledgor hereby appoints Security Trustee as Pledgorsuch Grantor’s attorney-in-fact for (in the purposecase of any Grantor incorporated in Ireland such appointment shall be by way of security), from with full authority in the place and after stead of such Grantor and in the occurrence and during the continuance name of an Acceleration Eventsuch Grantor or otherwise, but in each case, subject to any limitation or prohibition contained in, and to compliance with, the Permitted Restrictions, of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument that Security Trustee from time to time in the Security Trustee’s reasonable discretion discretion, upon advice and written instruction of the Administrative Agent (except for item (d) below, upon the occurrence of an Event of Default which is continuing or if the Facility Termination Date has occurred), to take any action and to execute any instrument that the Administrative Agent may deem necessary or advisable for the Security Trustee to take to accomplish the purposes of this Pledge Agreement. Without limiting the generality of the foregoing, Security Trustee shall, from and after the occurrence and during the continuance of an Acceleration Event, and subject Agreement or to take any limitation or prohibition contained in, action and to compliance withexecute any instrument as directed by the Administrative Agent in writing in accordance with the terms of this Agreement and the Credit Agreement, the Permitted Restrictionsincluding, have the right and power but not limited to: (ia) receive, endorse and collect all checks and other orders for the payment of money made payable to Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral; (iii) exercise all rights of Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, including, without limitation, all voting rights with respect to the Pledged Securities; (iv) askask for, demand, collect, xxx for, recover, compoundcompromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (vb) to receive, endorse and collect any Accounts Receivable, drafts or other instruments and documents included in the Collateral; (c) to file any claims or take any action or institute any proceedings that the Security Trustee may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Security Trustee with respect to any of the Pledged Collateral; (d) to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, including as identified to the Security Trustee pursuant to the Opinion of Counsel described in Section 2.19 hereof in order to perfect and preserve the pledge, assignment and security interest granted hereby; provided, however, that the Security Trustee’s exercise of any such power shall be subject to Section 2.09(c); and (vie) generally upon prior notice to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any the Borrower on behalf of the Pledged Collateral as fully Grantors, notify account debtors that the Accounts Receivable and completely as though the right, title and interest of any Grantor in and under such Accounts Receivable have been assigned to Security Trustee were the absolute owner thereof for all purposesTrustee, and that payments thereunder shall be made directly to do, at the Security Trustee’s option and Pledgor’s expense, at any time or from time to time, all acts and things that Security Trustee deems reasonably necessary to protect, preserve or realize upon for the Pledged Collateralbenefit of the Secured Parties. (b) Pledgor hereby ratifies and approves all acts of Security Trustee made or taken pursuant to this Section 8.02 and in compliance with the Permitted Restrictions (provided, that Pledgor does not, by virtue of such ratification, release any claim that Pledgor may otherwise have against Security Trustee for any such acts made or taken by Security Trustee through gross negligence or willful misconduct). Neither Security Trustee nor any person designated by Security Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Security Trustee’s gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in force.