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. Effective upon the occurrence and continuation of an Event of Default or an Unmatured Event of Default, the Company hereby irrevocably appoints and constitutes the Bank the Company's attorney-in-fact, with full power of substitution, to: (a) submit any Pledged Loan and related documents to a purchaser under a Firm Commitment or Standby Commitment; and (b) for the purpose of carrying out the provisions of this Security Agreement, take any action and execute and endorse in the name of the Company, without recourse to the Bank, any instrument or document which the Bank may deem necessary or advisable to accomplish the purpose hereof. This appointment is coupled with an interest. Without limiting the generality of the foregoing, the Bank shall have the right and power to receive, endorse, and collect checks and other orders for the payment of money made payable to the Company representing any payment or reimbursement made under, pursuant to, or with respect to the Collateral or any part thereof and to give full discharge for the same. The authority of the Bank to act pursuant to the foregoing appointment shall lapse if, prior to acceleration of the Secured Obligations, the Company shall have fully cured, to the satisfaction of the Bank, the Event of Default or Unmatured Event of Default. Whether or not an Event of Default or an Unmatured Event of Default shall have occurred or be continuing, the Company hereby authorizes the Bank in its discretion at any time and from time to time to complete, sign or endorse, as necessary, any note, assignment or real estate mortgage or deed of trust which heretofore was, or hereafter at any time may be, executed and delivered in blank by the Company to the Bank, and as further evidence of authorization granted by the Company to the Bank under this Section, the Company shall execute a Power of Attorney substantially in the form of EXHIBIT C attached hereto and made a part hereof by this reference.
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:
10.1 To obtain and adjust insurance required to be paid to the Bank pursuant to the Section captioned "Insurance;"
10.2 To ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Collateral;
10.3 To receive, endorse, and collect any drafts or other instruments, documents, and chattel paper, in connection therewith; and
10.4 To file any claims or take any action or institute any proceedings that the Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Bank with respect to any of the Collateral.
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. The Bank is hereby appointed the attorney-in-fact of the Borrower, with full power of substitution, for the purpose of carrying out the provisions hereof and taking any action and executing any instruments which the Bank may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Bank shall have the right and power to give notices of its security interest in the Collateral to any Person, either in the name of the Borrower or in its own name, or to receive, endorse and correct all checks made payable to the order of the Borrower representing any payment on account of the principal of or interest on, or the proceeds of sale of, any of the Collateral or and to give full discharge for the same.
Bank Appointed Attorney-in-Fact. The Borrower hereby irrevocably appoints the Bank as the Borrower's attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion at any time after the occurrence and during the continuation of a Default, to take any action and to execute any instrument that the Bank may deem necessary or advisable to accomplish the purposes of this Agreement, including the following:
(a) to obtain and adjust insurance required to be paid to the Bank pursuant to Section 5.3 of the Credit Agreement;
(b) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipxx for moneys due or to become due under or in respect of any of the Collateral;
(c) to receive, endorse and collect any drafts or other instruments, documents or chattel paper in connection with clause (a) or (b) above; and
(d) to file any claims, take any action and institute any proceedings that the Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the rights of the Bank with respect to any of the Collateral. The foregoing power of attorney is a power coupled with an interest and is therefore irrevocable without the written consent of the Bank.
