Trustee Appointed Attorney-in-Fact. Subject to the Subordination Agreement, Pledgor hereby irrevocably appoints Trustee as Pledgor's attorney-in-fact effective upon the occurrence and during the continuance of an Event of Default, with full authority in the place and stead of Pledgor and in the name of Pledgor, Trustee or otherwise, from time to time in the discretion of Trustee to take any action (including completion and presentation of any proxy) and to execute any instrument that is necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to (i) receive, endorse and collect all instruments made payable to Pledgor representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at the option of Trustee and at Pledgor's expense, at any time or from time to time, all acts and things that are necessary or that the Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Pledgor hereby ratifies and approves all acts of Trustee made or taken in accordance with the terms of this Section 8. Except as specifically set forth in Section 10 hereof or in the event of the gross negligence or willful misconduct of Trustee, neither Trustee nor any person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations (other than unasserted contingent indemnity obligations) shall have been paid in full and the Indenture Documents shall have been terminated.
Trustee Appointed Attorney-in-Fact. The Pledgor hereby constitutes and appoints the Trustee its attorney-in-fact, during the occurrence and continuance of an Event of Default, for the purpose of carrying out the provisions, but subject to the terms and conditions, of this Pledge Agreement and taking any action and executing any instrument, including, without limitation, any financing statement or continuation statement, and taking any other action to maintain the validity, perfection, priority and enforcement of the security interest intended to be created hereunder, that the Trustee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; PROVIDED, HOWEVER, that nothing herein contained shall be construed as requiring or obligating the Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, 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 monies due or to become due in respect thereof or any property covered thereby, and no action taken or omitted or any part thereof shall give rise to any defense, counterclaim or right of action against the Trustee, unless the Trustee's actions are taken or omitted to be taken with gross negligence or bad faith or constitute willful misconduct.
Trustee Appointed Attorney-in-Fact. The Grantor hereby appoints the Trustee, as the Grantor's attorney-in-fact to administer all matters concerning the rights of the holders of the Debt Securities, as Lenders, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time to take any action and to execute any instrument which is necessary or advisable or which the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement with respect to the interests of the holders of the Debt Securities hereunder, including, without limitation:
(i) to ask, demand, collect, sue xxx, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under on connection with the Collateral;
(ii) to receive, indorse and collect any drafts or other instruments or documents in connection therewith; and
(iii) to file any claims or take any action or institute any proceedings which is necessary or desirable or which the Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of the Assigned Agreement or the rights of the holders of the Debt Securities with respect to any of the Collateral.
Trustee Appointed Attorney-in-Fact. In addition to all of the powers granted to the Trustee pursuant to Article Five of the Indenture, the Company hereby irrevocably appoints the Trustee as the Company's attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Company and in the name of the Company or otherwise, from time to time in the Trustee's discretion to take any action and to execute any instrument which the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Company representing any interest payment, dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same, and the expenses of the Trustee incurred in connection therewith shall be payable by the Company.
Trustee Appointed Attorney-in-Fact. The Company hereby appoints the Trustee as the Company's attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company or otherwise, from time to time in the Trustee's discretion but only after the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which the Trustee may deem necessary or advisable in order to accomplish the purposes of this Article X, including to receive, endorse and collect all instruments made payable to the Company representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same. This power, being coupled with an interest, is irrevocable.
Trustee Appointed Attorney-in-Fact. Each Equityholder hereby appoints the Trustee, or any Person (including any officer or agent) whom the Trustee may designate, as such Equityholder’s true and lawful attorney-in-fact, with full irrevocable power and authority in the place and stead of such Equityholder and in the name of such Equityholder or in its own name, at such Equityholder’s cost and expense, from time to time in the Trustee’s reasonable discretion to take any action and to execute any instrument that the Trustee may reasonably deem necessary or advisable to enforce its rights under this Pledge and Security Agreement, including authority to receive, endorse and collect all instruments made payable to such Equityholder representing any distribution, interest payment or other payment in respect of the Issuer Pledged Collateral of such Equityholder or any part thereof and to give full discharge for the same and to sign, complete and deliver all transfers, proxies and letters of resignation; provided, however, that the Trustee will not exercise its powers under this Section 7.1 unless so instructed by the Noteholders pursuant to and in accordance with the Indenture; provided, further, that if there is more than one Equityholder, the Trustee will enforce its rights and exercise its remedies against all Equityholders ratably and shall not enforce its rights or exercise its remedies against one Equityholder without similarly enforcing its rights and exercising its remedies against all Equityholders in the same manner.
Trustee Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Trustee its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Trustee’s discretion, following the occurrence and during the continuance of a Specified Default, to take any action and to execute any instrument which the Trustee may deem necessary or reasonably advisable to accomplish the purposes of this Security Agreement, 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 respect of any of the Collateral;
(b) to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper, in connection with clause (a) above;
(c) to file any claims or take any action or institute any proceedings which the Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Trustee with respect to any of the Collateral; and
(d) to perform the affirmative obligations of such Grantor hereunder. Each Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.
Trustee Appointed Attorney-in-Fact. The Company hereby appoints the Trustee as its attorney-in-fact, with full authority in the place and stead and in its name or otherwise, from time to time in the Trustee's discretion but only after the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which the Trustee may deem necessary or advisable in order to accomplish the purposes of this Article X, including to receive, endorse and collect all instruments made payable to the Company, representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same. This power, being coupled with an interest, is irrevocable.
Trustee Appointed Attorney-in-Fact. In addition to all of the powers granted to the Trustee pursuant to the Indenture, the Grantor hereby irrevocably appoints the Trustee its attorney-in-fact (which appointment is coupled with an interest and is irrevocable), with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise and with full power of substitution, from time to time upon the occurrence and during the continuation of an Event of Default, to take any action and to execute any instrument to accomplish the purposes of this Agreement (it being understood that the Trustee will not be required to act unless otherwise set forth herein or in the Indenture), including, without limitation:
(a) upon the occurrence and during the continuation of an Event of Default, to ask for, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for, moneys due and to become due under or in respect of any of the Collateral;
(b) to receive, endorse and collect any drafts, instruments or other documents or any chattel paper in connection with this Agreement (including, without limitation, all instruments representing or evidencing any interest payment or other distribution in respect of the Security Collateral or any part thereof) and to give full discharge for the same;
(c) to sell, transfer, assign or otherwise deal with the Collateral or any part thereof under, and in accordance with, the terms of the Indenture or Section 14 in the same manner and to the same extent as if the Trustee was the absolute owner thereof; and
(d) upon the occurrence and during the continuation of any Event of Default, to file any claims or take any action or institute any proceedings that may be necessary or that the Trustee may deem desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Trustee with respect to any of the Collateral.
Trustee Appointed Attorney-in-Fact. The Corporation hereby irrevocably appoints the Trustee to be the attorney-in-fact of the Corporation in the name and on behalf of the Corporation to execute any documents and to do any acts and things which the Corporation ought to execute and do, and has not executed or done, under the covenants and provisions contained in this Indenture and generally to use the name of the Corporation in the exercise of all or any of the powers hereby conferred on the Trustee, with full powers of substitution and revocation.
