Authority of Bank. The Grantor acknowledges that the rights and responsibilities of the Bank under this Agreement with respect to any action taken by the Bank or the exercise or non-exercise by the Bank of any option, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Bank and the Collateral Agent, be governed by the Intercreditor Agreement and by such other agreements with respect thereto as may exist from time to time among them, but the Intercreditor Agreement shall not give the Grantor any substantive rights except as may be specifically set forth therein and any obligations of the Bank to the Collateral Agent thereunder may not be enforced by the Grantor against the Bank.
Authority of Bank. Customer authorizes Bank to take any and all actions necessary, including making transfers to and from Deposit Accounts, to provide the Services. Customer authorizes Bank to instruct third parties, accept Instructions from third parties and to effect all transactions necessary to provide the Services according to Customer’s Instructions. Bank, acting on its own behalf or through third parties, shall have the right to audit Customer's compliance with this Agreement and any applicable Addendum during regular business hours and upon reasonable notice to Customer.
Authority of Bank. Guarantor authorizes Bank from time to time to: (a) renew, amend, compromise, extend, accelerate, or otherwise change the time for payment or any other term of the Indebtedness or any part thereof, including increasing or decreasing the rate of interest thereon or otherwise change, waive, suspend, cancel, or compromise any of the terms or provisions of any instrument or agreement evidencing, securing, guaranteeing, or describing the Indebtedness or any part thereof; (b) take and hold security (whether real or personal property) for the payment under this Guaranty and/or of the Indebtedness hereby guaranteed and, with or without consideration, exchange, subordinate, enforce, compromise, waive, and release any and/or all such security and/or any interest in same; (c) apply any security for the Indebtedness and direct the order or manner of sale thereof as Bank in its discretion may determine; (d) release, substitute, or make a settlement with any one or more of the indorsers or guarantors of the Indebtedness with or without specifically reserving its rights against any such indorsers or guarantees not so released, substituted for or settled with; (e) exercise or decline to exercise any rights or remedies available to it under the Loan Agreements; and (f) assign, in whole or in part, any instrument evidencing, securing, guaranteeing or describing the Indebtedness. Guarantor acknowledges that nothing in this Section 5 or otherwise in this Guaranty shall obligate Bank to take property, whether real or personal, as security for the Indebtedness or, if it does, to perfect or continue perfection of, a security interest in, or lien or encumbrance on same or to protect, secure or insure such collateral or to otherwise deal with it in any particular way.
Authority of Bank. Bank shall have and be entitled to exercise all such powers hereunder as are specifically delegated to Bank by the terms hereof, together with such powers as are incidental thereto. In addition to all of Bank's other rights and remedies, Borrower hereby appoints Bank as Borrower's agent and attorney-in-fact, which appointment is coupled with an interest and irrevocable, to take all actions as shall be necessary after the occurrence of an Event of Default to transfer the Mortgage Notes to the name of the Bank or any other person in connection with the exercise by the Bank of its rights and remedies, which authority shall include, without limitation, the right and power to complete all endorsements to any evidence of indebtedness for the Mortgage Notes, to attach such endorsements to all such evidences of indebtedness, and to make all deliveries, record all notices in any public offices and otherwise take all action necessary to complete such transfer. Bank is also authorized at any time and from time to time to give notice to the obligors under any of the Pledged Collateral of its rights and interests hereunder and to request information and confirmation from such obligors regarding the Pledged Collateral and require that all such obligors make payments on the Pledged Collateral directly to Bank (provided that prior to a Default, Bank shall notify Borrower of such communications and cooperate with Borrower in preparing the form of such communications and the manner of delivery thereof). This authority may be exercised without any further consent of or notice to Borrower and each such obligor and any other person dealing with Bank may rely exclusively on the authorizations contained in this Pledge Agreement, including, without limitation, this SECTION 7. Bank may execute any of its rights and duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its duties hereunder. Neither Bank, nor any director, officer or employee of Bank, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct. Borrower hereby agrees to reimburse Bank on demand, for all reasonable costs and expenses incurred by Bank in connection with the administration of this Pledge Agreement (including costs and expenses incurred by any agent employed by...
Authority of Bank. 16 4.8 Insurance......................................................... 17 4.9
Authority of Bank. Bank has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Bank of this Agreement and the Agreement of Merger and, subject to the requisite approval of the shareholders of Bank of this Agreement and the transactions contemplated hereby, the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Bank. The Board of Directors of Bank has directed that this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the shareholders of Bank for approval at a meeting of such shareholders. This Agreement has been duly and validly executed and delivered by Bank. This Agreement is, and each of the Transaction Documents will be upon due execution and delivery by the respective parties thereto, a valid and binding obligation of Bank enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Except as set forth on SCHEDULE 4.7 (the "Bank Conflicts and Consents List"), neither the execution and delivery by Bank of this Agreement and the Agreement of Merger, the consummation of the transactions contemplated herein or therein, nor compliance by Bank with any of the provisions hereof or thereof, will: (a) conflict with or result in a breach of any provision of its Articles of Incorporation, as amended, or Bylaws, as amended; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement or other instrument or obligation to which Bank is a party, or by which Bank or any of its properties or assets are bound; (c) result in the creation or imposition of any Encumbrance on any of the properties or assets of Bank; or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Bank or any of their respective properties or assets. Except as set forth in the Bank Conflicts and Consents List, no waiv...
Authority of Bank. The Bank has full corporate power and authority to enter into, execute and deliver this Agreement and each of the other Letter of Credit Documents executed and delivered by it and to enter into the transactions contemplated hereunder and thereunder and to carry out and perform its obligations hereunder and thereunder.
Authority of Bank. Bank has full power and authority to enter into this Agreement and the Transaction Documents, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by Bank of this Agreement and any Transaction Document, the performance by Bank of its obligations hereunder and thereunder and the consummation of the Transactions have been duly and validly authorized by all necessary action on the part of Bank, including the authorization of the Transactions by Xxxxxx. This Agreement and the Transaction Documents have been duly executed and delivered by Bank, and (assuming due authorization, execution and delivery by Buyer) this Agreement and each Transaction Document constitutes a legal, valid and binding obligation of Bank enforceable against Bank, in accordance with its terms, except as limited by the Enforceability Exceptions.
Authority of Bank. During the term of this Agreement, from and after the occurrence of an Event of Default hereunder or under the Note or Loan Agreement, and during the continuance thereof Bank shall be entitled to:
(a) Inspect, assemble and retain possession and custody of the Collateral and all proceeds thereof and may hold the same directly or by such agents or nominees as it shall select and to apply the proceeds thereof to the Obligations in such order as Bank shall determine, including, but not limited to, Bank’s reasonable attorney fees and costs.
(b) In the name, place and stead of the Borrower, to execute assignments or other instruments of conveyance or transfer with respect to all or any of the Collateral; to xxx for, collect, receive and give acquittance for all moneys due or to become due in connection with the Collateral and otherwise to file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral; and to execute any and all such other documents and instruments, and do any and all such acts and things as the Bank may deem necessary or desirable to protect, collect, realize upon and preserve the Collateral, to enforce the Bank's rights with respect to the Collateral and to accomplish the purposes of this Agreement; provided, however, that the parties hereto acknowledge and agree that beyond the exercise of reasonable care to assure the safe custody of the Collateral that may be held by the Bank hereunder and the accounting for moneys actually received by the Bank with respect thereto, the Bank shall not have any duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Collateral.
Authority of Bank. You authorize us to take any and all actions necessary, including making transfers to and from Deposit Accounts, to provide the Services. You authorize us to instruct third parties, accept Instructions from third parties and to effect all transactions necessary to provide the Services according to your Instructions. We, acting on our own behalf or through third parties, shall have the right to audit your compliance with the Agreement during regular business hours and upon reasonable notice to you.
