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

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. Subject to the Subordination Agreement, Pledgor The Grantor hereby irrevocably appoints the Trustee as Pledgor's the Grantor’s attorney-in-fact effective upon the occurrence and during the continuance of an Event of Defaultfact, with full authority in the place and stead of Pledgor the Grantor and in the name of Pledgor, Trustee the Grantor or otherwise, from time to time in the discretion of Trustee to take any action (including completion and presentation of any proxya) and if Grantor refuses to, or fails timely to execute and deliver 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 documents described in Section 3.6, sign the name of Grantor on any of the documents described in Section 3.6, (b) at any time that an Event of Default has occurred and is continuing, sign Grantor’s name on any invoice or any part thereof; (ii) exercise the voting and other consensual rights pertaining xxxx of lading relating to the Pledged Collateral, drafts against Account Debtors, or notices to Account Debtors, (c) send requests for verification of Accounts; provided, however, that so long as no Event of Default has occurred which is continuing, Trustee will coordinate any such verification activities with Grantor, (d) endorse Grantor’s name on any Collection item that may come into the Trustee’s possession, (e) at any time that an Event of Default has occurred and (iii) sellis continuing, transfermake, pledgesettle, and adjust all claims under such Grantor’s policies of insurance and make any agreement all determinations and decisions with respect to or otherwise deal with any such policies of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesinsurance, and to do, at the option of Trustee and at Pledgor's expense, (f) at any time that an Event of Default has occurred and is continuing, settle and adjust disputes and claims respecting the Accounts, General Intangibles Collateral or from time Negotiable Property Collateral directly with Account Debtors, for amounts and upon terms that Trustee determines to timebe reasonable, all acts and things Trustee may cause to be executed and delivered any documents and releases that are necessary or Trustee determines to be necessary. The Grantor hereby acknowledges, consents and agrees that the Trustee deems necessary power of attorney granted pursuant 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 3.7 is irrevocable and 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. Subject to Each Grantor hereby appoints the Subordination Agreement, Pledgor hereby irrevocably appoints Trustee as Pledgor's the attorney-in-fact effective of such Grantor upon the occurrence and during the continuance of an Event of Default solely for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Trustee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Trustee shall have the right, upon the occurrence and during the continuance of an Event of Default, with full authority power of substitution either in the place and stead of Pledgor and Trustee's name or in the name of Pledgorsuch Grantor, to ask for, demand, xxx for, collect, receive receipt and give acquittance for any and all moneys due or to become due and under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the applicable Grantor representing any interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Trustee or otherwisethe Holders to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Trustee or the Holders, from time or to time in the discretion of Trustee present or file any claim or notice, or to take any action (including completion and presentation of any proxy) and with respect 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 thereof or the voting moneys due or to become due in respect thereof or any property covered thereby, and other consensual rights pertaining no action taken by the Trustee or the Holders or omitted to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement be taken with respect to the Collateral or otherwise deal with any part thereof shall give rise to any defense, counterclaim or offset in favor of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and any Grantor or to do, at the option of Trustee and at Pledgor's expense, at any time claim or from time to time, all acts and things that are necessary or that action against 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 Holders in the event absence of the gross negligence or willful wilful misconduct of Trustee, neither the 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 terminatedHolders.

Trustee Appointed Attorney-in-Fact. Subject to the Subordination Agreement, Each Pledgor hereby irrevocably appoints the Trustee as Pledgor's the attorney-in-fact effective of such Pledgor for the purpose of carrying out the provisions of this Agreement upon the occurrence and during the continuance of an Event of Default and taking any action and executing any instrument that the Trustee may deem necessary or advisable to accomplish the purposes hereof upon the occurrence and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Trustee shall have the right, upon the occurrence and during the continuance of an Event of Default, with full authority power of substitution either in the place and stead of Pledgor and Trustee's name or in the name of such Pledgor, to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Trustee to make any commitment or otherwiseto make any inquiry as to the nature or sufficiency of any payment received by the Trustee, from time or to time in the discretion of Trustee present or file any claim or notice, or to take any action (including completion and presentation of any proxy) and with respect 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 thereof or the voting moneys due or to become due in respect thereof or any property covered thereby. The Trustee and the other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any Secured Parties shall be accountable only for amounts actually received as a result of the Pledged Collateral as fully and completely as though Trustee was exercise of the absolute owner thereof for all purposespowers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to doany Pledgor for any act or failure to act hereunder, at the option of Trustee and at Pledgor's expenseexcept for their own gross negligence, 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 bad faith 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 terminatedmisconduct.

Trustee Appointed Attorney-in-Fact. Subject to the Subordination Agreementprovisions of the Intercreditor Agreement and the last paragraph of Section 2 hereof, 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 Trustee may deem 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 pursuant to this Section 89. Except as specifically set forth in Section 10 11 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 Indentures and the Guarantor Security Agreement executed by Pledgor shall have been terminated.

Trustee Appointed Attorney-in-Fact. Subject to the Subordination Agreement, Pledgor The Grantor hereby irrevocably appoints the Trustee as Pledgorthe Grantor's attorney-in-fact effective upon the occurrence and during the continuance of an Event of Defaultfact, with full authority in the place and stead of Pledgor the Grantor and in the name of Pledgor, Trustee the Grantor or otherwise, from time to time in the discretion of Trustee to take any action (including completion and presentation of any proxya) and if Grantor refuses to, or fails timely to execute and deliver 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 documents described in Section 3.6, sign the name of Grantor on any of the documents described in Section 3.6, (b) at any time that an Event of Default has occurred and is continuing, sign Grantor's name on any invoice or any part thereof; (ii) exercise the voting and other consensual rights pertaining xxxx of lading relating to the Pledged Collateral, drafts against Account Debtors, or notices to Account Debtors, (c) send requests for verification of Accounts; provided, however, that so long as no Event of Default has occurred which is continuing, Trustee will coordinate any such verification activities with Grantor, (d) endorse Grantor's name on any Collection item that may come into the Trustee's possession, (e) at any time that an Event of Default has occurred and (iii) sellis continuing, transfermake, pledgesettle, and adjust all claims under such Grantor's policies of insurance and make any agreement all determinations and decisions with respect to or otherwise deal with any such policies of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesinsurance, and to do, at the option of Trustee and at Pledgor's expense, (f) at any time that an Event of Default has occurred and is continuing, settle and adjust disputes and claims respecting the Accounts, General Intangibles Collateral or from time Negotiable Property Collateral directly with Account Debtors, for amounts and upon terms that Trustee determines to timebe reasonable, all acts and things Trustee may cause to be executed and delivered any documents and releases that are necessary or Trustee determines to be necessary. The Grantor hereby acknowledges, consents and agrees that the Trustee deems necessary power of attorney granted pursuant 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 3.7 is irrevocable and 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. Subject to The Grantor hereby appoints the Subordination Agreement, Pledgor hereby irrevocably appoints Trustee as Pledgor's its attorney-in-fact effective upon the occurrence and during the continuance of an Event of Default solely for the purpose of carrying out the provisions of this Charge Over Shares and taking any action and executing any instrument which the Trustee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Trustee shall have the right, upon the occurrence and during the continuance of an Event of Default, with full authority power of substitution either in the place and stead of Pledgor and Trustee's name or in the name of Pledgorthe Grantor, to ask for, demand, sue for, collect, receive receipx xnd give acquittance for any and all moneys due or to become due and under and by virtue of any Collateral, to endorse the cheques, drafts, orders and other instruments for the payment of money payable to the Grantor representing any interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Trustee or otherwisethe Holders to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Trustee or the Holders, from time or to time in the discretion of Trustee present or file any claim or notice, or to take any action (including completion and presentation of any proxy) and with respect 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 thereof or the voting moneys due or to become due in respect thereof or any property covered thereby, and other consensual rights pertaining no action taken by the Trustee or the Holders or omitted to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement be taken with respect to the Collateral or otherwise deal with any part thereof shall give rise to any defense, counterclaim or offset in favor of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and Grantor or to do, at the option of Trustee and at Pledgor's expense, at any time claim or from time to time, all acts and things that are necessary or that action against 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 Holders in the event absence of the gross negligence or willful wilful misconduct of Trustee, neither the 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 terminatedHolders.

Trustee Appointed Attorney-in-Fact. Subject The Trustee shall, to the Subordination Agreementextent permitted by law, Pledgor hereby irrevocably appoints Trustee be entitled and empowered either in its own name or as Pledgor's trustee of an express trust, or as attorney-in-fact effective upon for the occurrence owners of the bonds, or in any one or more of such capacities, to file such proofs of debt, amendment of proof of debt, claims, petitions or other documents as may be necessary or advisable in order to have the claims of the Trustee and during of the continuance owners of an Event the bonds allowed in any equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or other similar proceedings relative to the Company or its creditors or affecting its property. The Trustee is hereby irrevocably appointed (and the successive respective owners of Defaultthe bonds by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective owners of the bonds, with full authority to make and file in the place and stead respective names of Pledgor and in the name owners of Pledgorthe bonds, Trustee or otherwiseon behalf of the owners of the bonds as a class, subject to deduction from time to time in any such claims of the discretion of Trustee to take any action (including completion and presentation amounts of any proxy) claims filed by any of the owners of the bonds themselves, any proofs of debt, amendments of proof of debt, claims, petitions or other documents in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any instrument that is necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to (i) receive, endorse other papers 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, documents and to do, at the option of Trustee do and at Pledgor's expense, at perform any time or from time to time, and all acts and things that are for and on behalf of such owners of the bonds, as may be necessary or that advisable in the opinion of the Trustee deems necessary in order to protecthave the respective claims of the Trustee and of the owners of the bonds against the Company or its property allowed in any such proceeding, preserve and to receive payment of or realize upon on account of such claims; PROVIDED, HOWEVER, that nothing contained in this Indenture shall be deemed to give the Pledged Collateral. Pledgor hereby ratifies and approves all acts Trustee any right to accept or consent to any plan of Trustee made reorganization or taken otherwise by action of any character in accordance with any such proceeding to waive or change in any way any right of any of the terms owners of the bonds; AND PROVIDED FURTHER that nothing contained in 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 8.15 shall be liable for deemed to constitute a waiver by the Company of its right to contest the validity of 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 terminatedclaim made against it.

Trustee Appointed Attorney-in-Fact. Subject to the Subordination Agreement, Pledgor Each Grantor hereby irrevocably appoints the Trustee as Pledgor's its attorney-in-fact effective upon the occurrence and during the continuance of an Event of Defaultfact, with full authority in the place and stead of Pledgor such Grantor and in the name of Pledgor, Trustee such Grantor or otherwise, from at such time as an Event of Default has occurred and is continuing under the Indenture, to, subject to time in the discretion provisions of Trustee to the Intercreditor Agreement, take any action (including completion and presentation of any proxy) and to execute any instrument which is necessary or advisable or that is the Trustee may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receiptx xor moneys due and to become due under or in connection with the Collateral of such Grantor; (ib) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of the Trustee; (c) to receive, endorse indorse, and collect all instruments made payable to Pledgor representing any dividend drafts or other distribution instruments, documents, Negotiable Collateral and Chattel Paper in respect each case to the extent constituting Collateral in connection therewith; (d) 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 Pledged Collateral of such Grantor or any part thereof; (ii) exercise otherwise to enforce the voting and other consensual rights pertaining to of the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement Trustee with respect to or otherwise deal with any of the Pledged Collateral; (e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to docollect any amounts due under contracts or Negotiable Collateral constituting Collateral of such Grantor; and (f) the Trustee on behalf of the Noteholders shall have the right, subject to the provisions of the Intercreditor Agreement, but shall not be obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if the Trustee shall commence any such suit, the appropriate Grantor shall, at the option request of Trustee the Trustee, do any and at Pledgor's expense, at any time or from time to time, all lawful acts and things that are necessary or that execute any and all proper documents reasonably required by the Trustee deems necessary to protectin aid of such enforcement. To the extent permitted by law, preserve or realize upon the Pledged Collateral. Pledgor each Grantor hereby ratifies and approves all acts of Trustee made that such attorney-in-fact shall lawfully do 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 cause to be done by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or lawvirtue hereof. This power of attorney, being attorney is coupled with an interest, interest and 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 this Agreement is terminated.

Trustee Appointed Attorney-in-Fact. Subject to (a) Each Grantor hereby appoints the Subordination Agreement, Pledgor hereby irrevocably appoints Trustee as Pledgor's its true and lawful agent and attorney-in-fact effective for the purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument that the Trustee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, and without limiting the generality of the foregoing, the Trustee shall have the right, with power of substitution for such Grantor and in such Grantor's name or otherwise, for the use and benefit of the Trustee and the Holders, upon the occurrence and during the continuance of an Event of DefaultDefault and at such other time or times permitted by the Indenture, 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) to receive, endorse endorse, assign and/or deliver any and collect all instruments made payable to Pledgor representing any dividend notes, acceptances, checks, drafts, money orders or other distribution in respect evidences of payment relating to the Pledged Collateral owned or held by it or on its behalf or any part thereof; (ii) exercise the voting to demand, collect, receive payment of, give receipt for, and other consensual rights pertaining to the Pledged give discharges and releases of, any of such Collateral; and (iii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on any of the Collateral owned or held by it or on its behalf or to enforce any rights in respect of any of such Collateral; (iv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to any of such Collateral; (v) to notify, or to require such Grantor to notify, obligors to make payment directly to the Trustee, and (vi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any of such Collateral, and to do all other acts and things necessary to carry out the Pledged Collateral purposes of this Security Agreement, as fully and completely as though the Trustee was were the absolute owner thereof of such Collateral for all purposes; PROVIDED that nothing herein contained shall be construed as requiring or obligating the Trustee or any Holder to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Trustee or any Holder, or to present or file any claim or notice, or to take any action with respect to any of the Collateral or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted 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 be taken by the Trustee deems necessary with respect to protectany of the Collateral shall give rise to any defense, preserve counterclaim or realize upon offset in favor of such Grantor or to any claim or action against the Pledged CollateralTrustee. Pledgor hereby ratifies and approves all acts of Trustee made or taken in accordance with the terms The provisions of this Section 8shall in no event relieve any Grantor of any of its obligations hereunder or under the other Indenture Documents with respect to any of the Collateral or impose any obligation on the Trustee or any Holder to proceed in any particular manner with respect to any of the Collateral, or in any way limit the exercise by the Trustee or any Holder of any other or further right that it may have on the date of this Security Agreement or hereafter, whether hereunder, under any other Indenture Document, by law or otherwise. Except Any sale pursuant to the provisions of this paragraph shall be deemed to conform to the commercially reasonable standards as specifically set forth provided in Section 10 hereof or 9-610(b) of the UCC as in effect in the event State of the gross negligence New York or willful misconduct of Trustee, neither Trustee nor its equivalent in other jurisdictions (or 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 terminatedsuccessor provision).

Trustee Appointed Attorney-in-Fact. Subject to The Grantor hereby appoints the Subordination Agreement, Pledgor hereby irrevocably appoints Trustee as Pledgor's the attorney-in-fact effective of the Grantor upon the occurrence and during the continuance of an Event of Default solely for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Trustee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable. Without limiting the generality of the foregoing, the Trustee shall have the right, upon the occurrence and during the continuance of an Event of Default, with full authority power of substitution either in the place and stead of Pledgor and Trustee's name or in the name of Pledgorthe Grantor, to ask for, demand, sue for, collect, receive receipx xnd give acquittance for any and all moneys due or to become due and under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Grantor representing any interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Trustee or otherwisethe Holders to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Trustee or the Holders, from time or to time in the discretion of Trustee present or file any claim or notice, or to take any action (including completion and presentation of any proxy) and with respect 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 thereof or the voting moneys due or to become due in respect thereof or any property covered thereby, and other consensual rights pertaining no action taken by the Trustee or the Holders or omitted to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement be taken with respect to the Collateral or otherwise deal with any part thereof shall give rise to any defense, counterclaim or offset in favor of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and Grantor or to do, at the option of Trustee and at Pledgor's expense, at any time claim or from time to time, all acts and things that are necessary or that action against 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 Holders in the event absence of the gross negligence or willful wilful misconduct of Trustee, neither the 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 terminatedHolders.

Trustee Appointed Attorney-in-Fact. Subject to Except as otherwise provided herein, the Subordination Agreement, Pledgor hereby irrevocably appoints the Trustee as Pledgor's the attorney-in-fact effective of the Pledgor for the purposes of carrying out the provisions of this Pledge Agreement or taking any action or executing any instrument which the Trustee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Trustee shall have the right, upon the occurrence and during the continuance of an Event of DefaultDefault subject to compliance with Gaming Laws and Liquor Laws, with full authority power of substitution either in the place and stead of Pledgor and Trustee's name or in the name of the Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all monies due or to become due under or by virtue of any Pledged Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor constituting Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Trustee to make any commitment or otherwiseto make any inquiry as to the nature or sufficiency of any payment received by the Trustee, from time or to time in the discretion of Trustee present or file any claim or notice, or to take any action (including completion and presentation of any proxy) and with respect 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 thereof or the voting monies due or to become due in respect thereof or any property covered thereby, and other consensual rights pertaining no action taken by the Trustee or omitted to be taken with respect to the Pledged Collateral; and (iii) sellCollateral or any part thereof shall give rise to any defense, transfer, pledge, make any agreement with respect to counterclaim or otherwise deal with any offset in favor of the Pledged Collateral as fully and completely as though Trustee was Pledgor or to any claim or action against 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. Subject to the Subordination Agreement, Pledgor Debtor hereby irrevocably appoints Trustee as PledgorDebtor's attorney-in-fact effective upon the occurrence and during the continuance of an Event of Defaultfact, with full authority in the place and stead of Pledgor Debtor and in the name of PledgorDebtor, Trustee or otherwise, from time to time in the Trustee's discretion of Trustee to take any action (including completion and presentation of any proxy) and to execute any instrument that is Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to obtain and adjust insurance required to be paid to Trustee; (b) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to (i) receive, endorse and collect all instruments made payable to Pledgor representing any dividend become due under or other distribution in respect of any of the Pledged Collateral; (c) to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper, in connection with clauses (a) and (b) above; (d) to file any claims or take any action or institute any proceedings that Trustee may deem necessary or desirable for the collection of, or to preserve the value of, any of the Collateral or otherwise to enforce the rights of Trustee with respect to any part thereof; of the Collateral; (iie) exercise to pay or discharge taxes or Liens levied or placed upon or threatened against the voting Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Trustee in its sole discretion, and such payments made by Trustee to become obligations of Debtor to Trustee, due and payable immediately without demand; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper and other consensual rights pertaining documents relating to the Pledged Collateral; and (g) generally to take any act required of Debtor by Section 6 and (iii) 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 Trustee was were the absolute owner thereof for all purposes, and to do, at the Trustee's option of Trustee and at PledgorDebtor'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 Debtor hereby ratifies and approves all acts of Trustee made or taken in accordance with the terms of pursuant to 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 Neither Trustee nor any person 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 attorneypower, being coupled with an interest, is irrevocable so long as this Agreement shall be irrevocable until all Secured Obligations (other than unasserted contingent indemnity obligations) shall have been paid remain in full and the Indenture Documents shall have been terminatedforce.

Trustee Appointed Attorney-in-Fact. Subject to the Subordination Agreement, The Pledgor hereby irrevocably appoints the Trustee as the Pledgor's attorney-in-fact effective upon the occurrence and during the continuance of an Event of Defaultfact, with full authority in the place and stead of the Pledgor and in the name of Pledgor, Trustee the Pledgor or otherwise, from time to time in the discretion of Trustee time, to take any action (including completion and presentation of any proxy) and to execute any instrument that is necessary or advisable or that the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to (i) receive, endorse and collect all instruments made payable to Pledgor representing any dividend become due under or other distribution in respect of any of the Pledged Collateral, (b) to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above, and (c) to file any claims or take any action or institute any proceedings that the Trustee may deem necessary or desirable for the collection of any of the Collateral or any part thereof; (ii) exercise otherwise to enforce the voting and other consensual rights pertaining to of the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement Trustee with respect to or otherwise deal with any of the Pledged Collateral, and (d) to pay or discharge any taxes or Liens levied or placed upon the Collateral as fully that the Pledgor has failed to pay or discharge in accordance herewith, the legality or validity thereof and completely as though the amounts necessary to discharge the same to be determined by the Trustee was in its sole discretion, and such payments made by the absolute owner thereof Trustee to become part of the Obligations of the Pledgor to the Trustee, due and payable immediately upon demand; provided, however, that the Trustee shall have no obligation to perform any of the foregoing. The Trustee's authority under this Section 11 shall include, without limitation, the authority to endorse and negotiate any checks or instruments representing proceeds of Collateral in the name of the Pledgor, execute and give receipt for all purposesany certificate of ownership or any document constituting Collateral, transfer title to any item of Collateral, sign the other documents deemed necessary or appropriate by the Trustee and/or the Holders of the Notes to preserve, protect or perfect the security interest in the Collateral and to file the same, prepare, file and sign the Pledgor's name on any notice of Lien, and to do, at take any other actions arising from or incident to the option of Trustee and at Pledgor's expense, at any time or from time powers granted 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 lawAgreement. This power of attorney, being attorney is coupled with an interest, shall be interest and is irrevocable until all Secured Obligations (other than unasserted contingent indemnity obligations) shall have been paid in full and by the Indenture Documents shall have been terminatedPledgor.

Trustee Appointed Attorney-in-Fact. Subject to The Company hereby constitutes and appoints the Subordination Agreement, Pledgor hereby irrevocably appoints Trustee as Pledgor's its attorney-in-fact effective upon for the occurrence purpose of carrying out the provisions, but subject to the terms and during the continuance conditions, of an Event of Default, with full authority in the place this Pledge Agreement and stead of Pledgor and in the name of Pledgor, Trustee or otherwise, from time to time in the discretion of Trustee to take taking any action (including completion and presentation of any proxy) and to execute executing any instrument that is the Trustee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, but subject to the terms and conditions of this Pledge Agreement, includingthe Trustee shall have the right (but not the obligation), without limitationwith full power of substitution, either in the Trustee's name or in the name of the Company, to (i) ask for, demand, xxx for, collect, receive, and give acquittance for any and all monies due or to become due under or by virtue of any Pledged Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to Pledgor the Trustee for the benefit of the Holders, representing any dividend or other distribution payable in respect of the Pledged Collateral or any part thereofthereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; (ii) exercise provided, however, that nothing herein contained shall be construed as requiring or obligating the voting and other consensual rights pertaining 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; Collateral or any part thereof or the monies due or to become due in respect thereof or any property covered thereby, and (iii) sell, transfer, pledge, make any agreement no action taken or omitted to be taken by the Trustee 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 purposesshall give rise to any defense, and to do, at the option counterclaim or right 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 offset in accordance with the terms of this Section 8. Except as specifically set forth in Section 10 hereof or in the event favor of the Company or to any claim 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 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 terminatedmisconduct.

Trustee Appointed Attorney-in-Fact. Subject to the Subordination Agreement, Pledgor Each Grantor hereby irrevocably appoints the Trustee as Pledgor's its attorney-in-fact effective upon the occurrence and during the continuance of an Event of Defaultfact, with full authority in the place and stead of Pledgor such Grantor and in the name of Pledgor, Trustee such Grantor or otherwise, from at such time as an Event of Default has occurred and is continuing under the Indenture, to, subject to time in the discretion provisions of Trustee to the Intercreditor Agreement, take any action (including completion and presentation of any proxy) and to execute any instrument which is necessary or advisable or that is the Trustee may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Collateral of such Grantor; (ib) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of the Trustee; (c) to receive, endorse indorse, and collect all instruments made payable to Pledgor representing any dividend drafts or other distribution instruments, documents, Negotiable Collateral and Chattel Paper in respect each case to the extent constituting Collateral in connection therewith; (d) 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 Pledged Collateral of such Grantor or any part thereof; (ii) exercise otherwise to enforce the voting and other consensual rights pertaining to of the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement Trustee with respect to or otherwise deal with any of the Pledged Collateral; (e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to docollect any amounts due under contracts or Negotiable Collateral constituting Collateral of such Grantor; and (f) the Trustee on behalf of the Noteholders shall have the right, subject to the provisions of the Intercreditor Agreement, but shall not be obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if the Trustee shall commence any such suit, the appropriate Grantor shall, at the option request of Trustee the Trustee, do any and at Pledgor's expense, at any time or from time to time, all lawful acts and things that are necessary or that execute any and all proper documents reasonably required by the Trustee deems necessary to protectin aid of such enforcement. To the extent permitted by law, preserve or realize upon the Pledged Collateral. Pledgor each Grantor hereby ratifies and approves all acts of Trustee made that such attorney-in-fact shall lawfully do 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 cause to be done by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or lawvirtue hereof. This power of attorney, being attorney is coupled with an interest, interest and 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 this Agreement is terminated.