LOSS OR DIMINUTION
31
IN THE VALUE OF ANY OF THE COLLATERAL, BY REASON OF THE ACT OR OMISSION OF ANY
CARRIER, FORWARDING AGENCY OR OTHER AGENT OR BAILEE SELECTED BY THE COLLATERAL
AGENT IN GOOD FAITH.
(VI)
THE COLLATERAL AGENT SHALL NOT BE RESPONSIBLE FOR THE EXISTENCE,
GENUINENESS OR VALUE OF ANY OF THE COLLATERAL OR FOR ITS VALIDITY, PERFECTION,
PRIORITY OR ENFORCEABILITY OF THE LIENS IN ANY OF THE COLLATERAL, WHETHER
IMPAIRED BY OPERATION OF LAW OR BY REASON OF ANY OF ANY ACTION OR OMISSION TO
ACT ON ITS PART HEREUNDER, EXCEPT TO THE EXTENT SUCH ACTION OR OMISSION
CONSTITUTES NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT ON THE PART OF THE
COLLATERAL AGENT, FOR THE VALIDITY OR SUFFICIENCY OF THE COLLATERAL OR ANY
AGREEMENT OR ASSIGNMENT CONTAINED THEREIN, FOR THE VALIDITY OF THE TITLE OF THE
COMPANY TO THE COLLATERAL, FOR INSURING THE COLLATERAL OR FOR THE PAYMENT OF
TAXES, CHARGES, ASSESSMENTS OR LIENS UPON THE COLLATERAL LOCATED IN A
JURISDICTION OTHER THAN THE UNITED STATES ("FOREIGN COLLATERAL") BUT SHALL AT
THE SPECIFIC REQUEST OF HOLDERS HOLDING A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT
OF THE NOTES THEN OUTSTANDING APPOINT A PERSON OR PERSONS TO ACT BEHALF OF THE
TRUSTEE AND THE HOLDERS OF SENIOR SECURED INDEBTEDNESS WITH RESPECT TO SUCH
FOREIGN COLLATERAL.
SUCH QUALIFIED PERSON OR PERSON AND THE COLLATERAL AGENT
SHALL, PROVIDED THE SAME ARE REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT,
ENTER INTO A COLLATERAL ASSIGNMENT PLEDGE AGREEMENT, MORTGAGE, ENFORCING
DOCUMENT OR OTHER SECURITY AGREEMENT PURPORTING TO RELATE TO THE LIEN OR
SECURITY INTEREST IN SUCH ITEM OF FOREIGN COLLATERAL PURSUANT TO WHICH SUCH
PERSON OR PERSONS SHALL EXERCISE THE RIGHTS AND REMEDIES OF THE COLLATERAL AGENT
AND NOTEHOLDERS IN THE COLLATERAL FOR THEIR RESPECTIVE BENEFIT.
THE DUTIES AND
RESPONSIBILITIES OF THE COLLATERAL AGENT WITH RESPECT TO ANY PERSON OR PERSONS
AND ANY COLLATERAL ARE LIMITED TO THOSE SET FORTH IN ARTICLE SEVEN.
SECTION 11.2.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
EACH PLEDGOR
HEREBY APPOINTS THE COLLATERAL AGENT ITS ATTORNEY-IN-FACT, WITH FULL AUTHORITY
IN THE PLACE AND STEAD OF SUCH PLEDGOR AND IN THE NAME OF SUCH PLEDGOR, OR
OTHERWISE, FROM TIME TO TIME IN THE COLLATERAL AGENT'S DISCRETION TO TAKE ANY
ACTION AND TO EXECUTE ANY INSTRUMENT CONSISTENT WITH THE TERMS OF THE INDENTURE,
THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS WHICH ARE NECESSARY OR ADVISABLE
OR WHICH THE COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE
PURPOSES HEREOF.
THE FOREGOING GRANT OF AUTHORITY IS A POWER OF ATTORNEY
COUPLED WITH AN INTEREST AND SUCH APPOINTMENT SHALL BE IRREVOCABLE FOR THE TERM
HEREOF.
EACH PLEDGOR HEREBY RATIFIES ALL THAT SUCH ATTORNEY SHALL LAWFULLY DO
OR CAUSE TO BE DONE BY VIRTUE HEREOF.
SECTION 11.3.
CONTINUING SECURITY INTEREST; ASSIGNMENT.
THIS AGREEMENT
SHALL CREATE A CONTINUING SECURITY INTEREST IN THE COLLATERAL AND SHALL (I) BE
BINDING UPON THE PLEDGORS, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND
(II) INURE, TOGETHER WITH THE RIGHTS AND REMEDIES OF THE COLLATERAL AGENT
HEREUNDER, TO THE BENEFIT OF THE COLLATERAL AGENT AND