Power of Attorney and Proxy. For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted by the Loan Documents, including Article 3 and this Article 9, each Loan Party hereby irrevocably constitutes and appoints the Administrative Agent for the benefit of the Administrative Agent and the Lenders its true and lawful attorney-in-fact and proxy to execute, acknowledge and deliver any and all documents and instruments, vote any Stock and do and perform any acts such as are referred to in the Loan Documents, including Article 3 and this Article 9, with full irrevocable power and authority in the name and on behalf of such Loan Party, from time to time in the Administrative Agent's reasonable discretion after the occurrence and during the continuance of an Event of Default, in accordance with the Loan Documents and any statute or rule of law. This power of attorney and proxy is a power coupled with an interest and cannot be revoked. Each Loan Party hereby ratifies all that said attorney-in-fact and proxy shall lawfully do or cause to be done by virtue and in accordance with the terms hereof. Without limiting the generality of the foregoing, the Administrative Agent may, after the occurrence and during the continuance of an Event of Default, do the following without notice to or assent by any Loan Party to accomplish the purposes of this Agreement: (a) upon failure of such Loan Party to timely pay or discharge Taxes or Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement or any other Loan Document, and pay all or any part of the premiums therefor and the costs thereof; (b) file any application, petition or other request with the FCC, any PUC or any other Governmental Authority for the purpose of obtaining any consent or approval from or satisfying any filing or notice requirement of any Governmental Authority in order to effect a sale or transfer of any or all the Collateral, or a change in control of, or to permit the Administrative Agent to complete or operate, or both, any Network; (c) vote any membership interest or other Stock; and (i) direct any party liable for any payment under any of the Contracts or Accounts to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (ii) in the name of such Loan Party or its own name or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances, or other instruments for the payment of monies due under, or otherwise receive payment of and receipt for any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (iii) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; (iv) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction or before any arbitrator to collect all or any of the Collateral and to enforce any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought against such Loan Party with respect to any Collateral; (vi) settle, compromise or adjust any suit, action or proceeding described above upon commercially reasonable terms under the circumstances and, in connection therewith, give such discharges or releases as the Administrative Agent may reasonably deem appropriate; (vii) cure any default under any Contract and/or modify and/or assume any such Contract; and (viii) generally sell, use, operate, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and, at the Administrative Agent's option and the Loan Parties' expense, at any time or from time to time after the occurrence and during the continuance of an Event of Default, all other acts and things that the Administrative Agent reasonably deems necessary to perfect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein on behalf of the Secured Parties, in order to effect the intent of this Agreement and the other Loan Documents all as fully and effectively as such Loan Party might do.
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Power of Attorney and Proxy. For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted by the Loan Documents, including Article 3 and this Article 9, each Loan Party hereby irrevocably constitutes and appoints the Administrative Agent for the benefit of the Administrative Agent and the Lenders its true and lawful attorney-in-fact and proxy to execute, acknowledge and deliver any and all documents and instruments, vote any Stock and do and perform any acts such as are referred to in the Loan Documents, including Article 3 and this Article 9, with full irrevocable power and authority in the name and on behalf of such Loan Party, from time to time in the Administrative Agent's reasonable discretion after the occurrence and during the continuance of an Event of Default, in accordance with the Loan Documents and any statute or rule of law. This power of attorney and proxy is a power coupled with an interest and cannot be revokedrevoked until all Obligations are paid and this Agreement is terminated. Each Loan Party hereby ratifies all that said attorney-in-fact and proxy shall lawfully do or cause to be done by virtue and in accordance with the terms hereof. Without limiting the generality of the foregoing, the Administrative Agent may, after the occurrence and during the continuance of an Event of Default, do the following without notice to or assent by any Loan Party to accomplish the purposes of this Agreement:
(a) upon failure of such Loan Party to do so, timely pay or discharge Taxes or Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement or any other Loan Document, and pay all or any part of the premiums therefor there for and the costs thereof;
(b) file any application, petition or other request with the FCC, any PUC or any other Governmental Authority for the purpose of obtaining any consent or approval from or satisfying any filing or notice requirement of any Governmental Authority in order to effect a sale or transfer of any or all the Collateral, or a change in control of, or to permit the Administrative Agent to complete or operate, or both, any Network;
(c) vote any membership interest or other Stock; and
(i) direct any party liable for any payment under any of the Contracts or Accounts to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (ii) in the name of such Loan Party or its own name or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances, or other instruments for the payment of monies due under, or otherwise receive payment of and receipt for any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (iii) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral; (iv) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction or before any arbitrator to collect all or any of the Collateral and to enforce any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought against such Loan Party with respect to any Collateral; (vi) settle, compromise or adjust any suit, action or proceeding described above upon commercially reasonable terms under the circumstances and, in connection therewith, give such discharges or releases as the Administrative Agent may reasonably deem appropriate; (vii) cure any default under any Contract and/or modify and/or assume any such Contract; and (viii) generally sell, use, operate, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and, at the Administrative Agent's option and the Loan Parties' expense, at any time or from time to time after the occurrence and during the continuance of an Event of Default, all other acts and things that the Administrative Agent reasonably deems necessary to perfect, preserve or realize upon the Collateral and the Administrative Agent's security interest therein on behalf of the Secured Parties, in order to effect the intent of this Agreement and the other Loan Documents all as fully and effectively as such Loan Party might do.
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