Common use of Authority of Lender Clause in Contracts

Authority of Lender. Lender shall have and be entitled to exercise all powers hereunder which are specifically granted to Lender by the terms hereof, together with such powers as are reasonably incident thereto. Lender may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither Lender nor any officer, employee, attorney or agent of Lender shall be liable to Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or wilful misconduct, nor shall Lender be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. Lender and its officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Pledgor agrees to indemnify and hold harmless Lender and any person of the Lender from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals), claims and liabilities incurred by Lender or such person hereunder, unless such claim or liability shall be due to wilful misconduct or gross negligence on the part of Lender or such person.

Authority of Lender. Lender shall have and be entitled to -------------------- exercise all powers hereunder which are specifically granted to Lender by the terms hereof, together with such powers as are reasonably incident thereto. Lender may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither Lender nor any officer, employee, attorney or agent of Lender shall be liable to Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or wilful misconduct, nor shall Lender be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. Lender and its officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Pledgor agrees to indemnify and hold harmless Lender and any person of the Lender from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals), claims and liabilities incurred by Lender or such person hereunder, unless such claim or liability shall be due to wilful misconduct or gross negligence on the part of Lender or such person.

Authority of Lender. Lender shall have and be entitled to ------------- -------------------- exercise all powers hereunder which are specifically granted to Lender by the terms hereof, together with such powers as are reasonably incident thereto. Lender may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither Lender nor any officer, employee, attorney or agent of Lender shall be liable to Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or wilful misconduct, nor shall Lender be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. Lender and its officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Pledgor agrees to indemnify and hold harmless Lender and any person of the Lender from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals), claims and liabilities incurred by Lender or such person hereunder, unless such claim or liability shall be due to wilful misconduct or gross negligence on the part of Lender or such person.

Authority of Lender. Lender shall have and be entitled to exercise all powers hereunder which are specifically granted to Lender by the terms hereof, together with such powers as are reasonably incident thereto. Lender may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither Lender nor any director, officer, employee, attorney or agent of Lender shall be liable to Pledgor for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or wilful willful misconduct, nor shall Lender be responsible for the validity, effectiveness or sufficiency hereof of this Agreement or of any document or security furnished pursuant hereto. Lender and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Pledgor agrees to indemnify and hold harmless Lender and any person of the Lender other Person from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegalsparalegals (including, without duplication, reasonable charges of inside counsel)), claims and liabilities incurred by Lender or such person Person hereunder, unless such claim or liability shall be due to wilful willful misconduct or gross negligence on the part of Lender or such personthe Person seeking indemnification.

Authority of Lender. Lender shall have and be entitled to exercise all such powers hereunder which as are specifically granted delegated to Lender by the terms hereof, together with such powers as are reasonably incident incidental thereto. Lender may perform execute any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel (whether written or oral) concerning all such mattersmatters pertaining to its duties hereunder. Neither Lender Lender, nor any officerdirector, employeeofficer or employee of Lender, attorney or agent of Lender shall be liable to Pledgor for any action taken or omitted to be taken by it or them hereunderhereunder in connection herewith, except for its or their own gross negligence or wilful willful misconduct, nor shall Lender be responsible for . After an Event of Default hereunder the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. Lender and its officers, employees, attorneys and agents Pledgor shall be entitled liable to rely reimburse Lender, on any communicationdemand, instrument or document reasonably believed for all expenses incurred by it or them to be genuine Lender in connection with the administration and correct enforcement of this Pledge Agreement and to have been signed or sent by the proper person or persons. Pledgor agrees to indemnify and hold harmless Lender and any person of the Lender from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals), claims and liabilities liability incurred by Lender hereunder or such person hereunderin connection herewith, unless such claim or liability shall be due to wilful willful misconduct or gross negligence on the part of Lender or such personLender.

Authority of Lender. Lender shall have have, and be entitled to exercise exercise, all such powers hereunder which as are specifically granted delegated to Lender by the terms hereof, together with such powers as are reasonably incident incidental thereto. Lender may perform execute any of its duties hereunder or in connection with the Pledged Collateral 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 such mattersmatters pertaining to its duties hereunder. Neither Lender nor any officerdirector, employee, attorney officer or agent employee of Lender shall be liable to Pledgor for any action taken or omitted to be taken by it or them hereunderhereunder or in connection herewith, except for its or their own gross negligence or wilful willful misconduct, nor shall Lender be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. Lender and its officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Pledgor hereby agrees to reimburse Lender, on demand, for all costs and expenses incurred by Lender in connection with the enforcement of this Agreement (including, without limitation, costs and expenses incurred by any agent employed by Lender) and agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless Lender (and any person of the Lender such agent) from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals), claims and liabilities liability incurred by Lender (or such person hereunderagent) hereunder or in connection herewith, unless such claim or liability shall be due to wilful misconduct or gross negligence or willful misconduct on the part of Lender or such personagent, as the case may be.

Authority of Lender. The Lender shall have and be entitled to exercise all such powers hereunder which as are specifically granted Page 42 of 50 delegated to the Lender by the terms hereof, together with such powers as are reasonably incident incidental thereto. The Lender may perform execute any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel (whether written or oral) concerning all such mattersmatters pertaining to its duties hereunder. Neither Lender the Lender, nor any officerdirector, employeeofficer or employee of the Lender, attorney or agent of Lender shall be liable to Pledgor for any action taken or omitted to be taken by it or them hereunderhereunder in connection herewith, except for its or their own gross negligence or wilful willful misconduct, nor shall Lender be responsible for . After an Event of Default hereunder the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. Lender and its officers, employees, attorneys and agents Pledgor shall be entitled liable to rely reimburse the Lender, on any communicationdemand, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent for all expenses incurred by the proper person or persons. Pledgor Lender in connection with the administration and enforcement of this Pledge Agreement and agrees to indemnify and hold harmless Lender and any person of the Lender from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals), claims and liabilities liability incurred by the Lender hereunder or such person hereunderin connection herewith, unless such claim or liability shall be due to wilful willful misconduct or gross negligence on the part of Lender or such personthe Lender.

Authority of Lender. Lender shall have and be entitled to exercise all such powers hereunder which as are specifically granted delegated to Lender by the terms hereof, together with such powers as are reasonably incident incidental thereto. Lender may perform execute any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of such counsel (whether written or oral) concerning all such mattersmatters pertaining to its duties hereunder. Neither Lender Lender, nor any officerdirector, employeeofficer or employee of Lender, attorney or agent of Lender shall be liable to Pledgor for any action taken or omitted to be taken by it or them hereunderhereunder in connection herewith, except for its or their own gross negligence or wilful willful misconduct, nor shall Lender be responsible for . After an Event of Default hereunder the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. Lender and its officers, employees, attorneys and agents Pledgor shall be entitled liable to rely reimburse Lender, on any communicationdemand, instrument or document reasonably believed for all expenses incurred by it or them to be genuine Lender in connection with the administration and correct enforcement of this Pledge Agreement and to have been signed or sent by the proper person or persons. Pledgor agrees to indemnify and hold harmless Lender and any person of the Lender from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals), claims and liabilities liability incurred by Lender hereunder or such person hereunderin connection herewith, unless such claim or liability shall be due to wilful willful misconduct or gross negligence on the part of Lender or such personLender.

Authority of Lender. Lender shall have and be entitled to exercise all powers hereunder which are specifically granted to Lender by the terms hereof, together with such powers as are reasonably incident thereto. Lender may perform any of its duties hereunder or in connection with the Pledged Collateral Shares by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither Lender nor any officer, employee, attorney or agent of Lender shall be liable to Pledgor Borrower for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or wilful misconduct, nor shall Lender be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. Lender and its officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Pledgor Borrower agrees to indemnify and hold harmless Lender and any person of the Lender from and against any and all costs, expenses (including reasonable fees, expenses and disbursements of attorneys and paralegals), claims and liabilities incurred by Lender or such person hereunder, unless such claim or liability shall be due to wilful misconduct or gross negligence on the part of Lender or such person.

Authority of Lender. Lender shall have and be entitled to exercise all powers hereunder which are specifically granted delegated to Lender by the terms hereof, together with such powers as are reasonably incident thereto. Lender may perform any of its duties hereunder or in connection with the Pledged Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Neither Lender nor any director, officer, employee, attorney or agent of Lender shall be liable to Pledgor Borrower for any action taken or omitted to be taken by it or them hereunder, except for its or their own gross negligence or wilful willful misconduct, ; nor shall Lender be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. Lender and its officers, employees, attorneys and agents they shall be entitled to rely on any communication, instrument or document reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Pledgor Borrower agrees to indemnify and hold harmless Lender and and/or any such other person of the Lender from and against any and all costs, expenses (including reasonable attorneys' fees, expenses and disbursements of attorneys and paralegals), claims and liabilities or liability incurred by Lender or such person hereunder, unless such claim or liability shall be due to wilful willful misconduct or gross negligence on the part of Lender or such person.