Bank Appointed Attorney-in-Fact. The Grantor hereby irrevocably appoints the Bank the attorney-in-fact of the Grantor with full power in the name and on behalf of the Grantor to take any action, including the defense or initiation of any litigation and to execute and deliver any agreement, certificate, charge document, notice or instrument (including, but not limited to financing statements, amendments thereto and continuation statements) that the Bank may deem necessary or appropriate in its sole discretion to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. All acts of said attorney are hereby ratified and approved and said attorney and its designees shall not be liable for, and the Grantor shall hold the same harmless from liability for, any acts or failure to act, or for any error of judgment or mistake of law or fact, absent gross negligence, bad faith, or willful misconduct.
Bank Appointed Attorney-in-Fact. The Borrower authorizes and irrevocably appoints the Bank as the Borrower’s attorney-in-fact, to do any of the following without notice to the Borrower or any other person or entity: to take any action and to execute or otherwise authenticate any record or other documentation that the Bank considers necessary or advisable to accomplish the purposes of this Pledge, to exercise any rights under this Pledge and to perform any of the undersigned’s obligations under this Pledge including but not limited to the following: (a) to endorse and collect all checks, drafts, other payment orders and instruments representing or included in, the Collateral or representing any payment, dividend or distribution relating to any Collateral; (b) to direct any securities or commodity intermediary or issuer of any Collateral to comply with instructions originated by the Bank directing distribution of the Collateral without the undersigned’s further consent; (c) to transfer to or restyle any Collateral into the name of the Bank or the Bank’s nominee or any broker-dealer that may be an affiliate of the Bank (including converting physical certificates to book-entry holdings); (d) to transfer to the account of the Bank with any Federal Reserve Bank as Collateral held in book entry form with any Federal Reserve Bank; (e) to execute any control agreement or stock powers or other document of transfer; and (f) to execute any record reasonably believed necessary or appropriate by the Bank for compliance with laws, rules or regulations applicable to any Collateral (including any documentation reasonably believed necessary by the Bank for compliance with Rule 144 or any other restrictions, laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted securities under the applicable securities laws) and to vote any and all securities or exercise any similar right with respect to any Collateral and the Bank is granted an irrevocable proxy to so vote on the undersigned’s behalf. The Borrower’s signature on this Pledge or other authentication of this Pledge shall constitute an irrevocable direction by the Borrower to any bank, custodian, broker-dealer, any other securities intermediary or commodity intermediary or other financial intermediary holding any Collateral or any issuer of any letters of credit to comply with the instructions or entitlement orders, as applicable of the Bank, without the further consent of the Borrower or any other person or entity. Thi...
Bank Appointed Attorney-in-Fact. The Pledgor hereby appoints the Bank the Pledgor’s attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Bank’s discretion to take any action and to execute any instrument which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation, to receive, indorse and collect all instruments made payable to the Pledgor representing any interest payment, dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.
Bank Appointed Attorney-in-Fact. The Bank is hereby irrevocably appointed attorney- in-fact for the Creditor with full power to act in stead of the Creditor to sign financing statements reflecting the assignment of Subordinated Debt and collateral and guarantees therefor and to act in all matters concerning the Subordinated Debt including the right to make, present, file and vote proofs of claim against any Borrower on account of all or part of the Subordinated Debt and receive and collect any dividends thereon, foreclose under any mortgage or security agreements or otherwise take possession of and sell collateral and collect against any guarantees and apply proceeds of such dividends, sale or collection to reduction of Subordinated Debt and to compromise or settle any claim related thereto.
Bank Appointed Attorney-in-Fact. Pledgor hereby irrevocably appoints the Bank Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time in the Bank’s reasonable discretion to take any action and to execute any instrument which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, upon the occurrence and during the continuation of an Event of Default, to receive, indorse and collect all instruments made payable to Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same.
Bank Appointed Attorney-in-Fact. The Grantor irrevocably appoints the Bank the Grantor's attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Bank's discretion, to take any action and to execute any instrument that the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Grantor under Section 8), including, without limitation:
Bank Appointed Attorney-in-Fact. The Company hereby ---------------------------------- constitutes and appoints the Bank as the attorney-in-fact of the Company with full power of substitution either in the Bank's name or in the name of the Company to do any of the following: (a) to perform any obligation of the Company hereunder in the Company's name or otherwise; (b) to ask for, demand, sue fox, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Bonds; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements or like papers to perfect, preserve or release the Bank's security interest in the Pledged Bonds or any of the documents, instruments, certificates and agreements described in Section 8; (d) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Company, representing any interest or other distribution payable in respect of the Pledged Bonds or any part thereof or on account thereof and to give full discharge for the same; (e) to exercise all rights, powers and remedies which the Company would have, but for this Pledge Agreement, under the Pledged Bonds; and (f) to carry out the provisions of this Pledge Agreement and to take any action and execute any instrument which the Bank may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of the Company or otherwise, deemed by the Bank as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Bank 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 Bonds or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Bank or omitted to be taken with respect to the Pledged Bonds or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Company or to any claim or action against the Bank. The power of attorney granted herein is irrevocable and coupled with an interest.
Bank Appointed Attorney-in-Fact. (a) Each Borrower hereby irrevocably appoints Bank as such Borrower's attorney-in-fact, with full authority in the place and stead of such Borrower and in the name of such Borrower, Bank or otherwise, from time to time, upon the occurrence and during the continuance of an Event of Default, in Bank's reasonable discretion to take any action and to execute any instrument that Bank may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:
Bank Appointed Attorney-in-Fact. After the occurrence and during the continuance of an Event of Default under the Loan Agreement, Grantor hereby irrevocably appoints Bank as Grantor's attorney-in-fact, with full authority in the place and stead of Grantor, and in the name of Grantor, or otherwise, from time to time, in Bank's sole and absolute discretion to do any of the following acts or things: (a) to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Pledged Collateral; (b) to do any and every act which Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in Grantor's name, any financing statement covering the Pledged Collateral; and (d) to endorse and transfer the Pledged Collateral upon foreclosure by Bank; PROVIDED, HOWEVER, that Bank shall be under no obligation whatsoever to take any of the foregoing actions, and Bank shall have no liability or responsibility for any act (other than Bank's own gross negligence or willful misconduct) or omission taken with respect thereto. Grantor hereby agrees to repay immediately upon demand all reasonable costs and expenses incurred or expended by Bank in exercising any right or taking any action under this Agreement, together with interest as provided for in the Loan Agreement.
Bank Appointed Attorney-in-Fact. Pledgor hereby appoints Lender as its attorney‑in‑fact, with full authority, in the name of Pledgor or otherwise, upon the occurrence and during the continuance of an Event of Default, from time to time in Lender’s sole discretion, to take any action and to execute any instrument which Lender may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same and to arrange for the transfer of all or any part of the Pledged Collateral on the books of Borrower to the name of Lender or Lender’s nominee, to exercise all voting powers pertaining to the Pledged Collateral, and to execute proxies enabling Lender and its representatives to exercise such powers and execute written consents and waivers in connection with the taking of any shareholder action, whether in the name of Pledgor or in the name of Lender; provided, however, that Lender shall have no duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. This appointment shall be irrevocable and shall continue until the termination of this Pledge Agreement in accordance with Section 15. Lender may exercise any of its rights and execute any of its duties hereunder by or through agents or employees and shall be entitled to advice of counsel concerning all matters pertaining to its rights and duties hereunder.
