Common use of Bank's Appointment as Attorney-in-Fact Clause in Contracts

Bank's Appointment as Attorney-in-Fact. The Borrower hereby irrevocably constitutes and appoints the Bank and any officer or agent thereof, with full power of substitution, as the Borrower's true and lawful attorney-in-fact with full irrevocable power and authority in its place and stead and in its name or in the Bank's own name, from time to time in the Bank's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to the Bank the power and right, on behalf of the Borrower, without notice to or assent: (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as the Bank may deem necessary or desirable to protect, perfect and validate the Bank's security interest in the Collateral; (b) to receive, collect, take, indorse, sign, and deliver in the Borrower's or the Bank's name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon the occurrence of an Event of Default, (i) to notify postal authorities to change the address for delivery of the Borrower's mail to an address designated by the Bank, (ii) to open such mail delivered to the designated address, (iii) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (v) to defend any suit, action or proceeding brought with respect to any Collateral; (vi) to negotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank may deem appropriate; and (vii) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Bank were the absolute owner thereof for all purposes, and to do, at the Bank's option, at any time or from time to time, all acts and things which the Bank deems necessary to protect, preserve or realize upon the Collateral and the Bank's security interest therein, in order to effect the intent of this Agreement. The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred upon the Bank hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon the Bank to exercise any such powers. The Bank shall be accountable only for amounts that the Bank actually receives as a result of the exercise of such powers and neither the Bank nor any of its officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act, except for the Bank's own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdiction.

Bank's Appointment as Attorney-in-Fact. The Borrower hereby irrevocably constitutes and appoints the Bank and any officer or agent thereof, with full power of substitution, as the Borrower's true and lawful attorney-in-fact with full irrevocable power and authority in its place and stead and in its name or in the Bank's own name, from time to time in the Bank's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to the Bank the power and right, on behalf of the Borrower, without notice to or assent: (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as the Bank may deem necessary or desirable to protect, perfect and validate the Bank's security interest in the Collateral; (b) after the occurrence of an Event of Default and during the continuance thereof, to receive, collect, take, indorse, sign, and deliver in the Borrower's or the Bank's name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon the occurrence of an Event of Default, (i) to notify postal authorities to change the address for delivery of the Borrower's mail to an address designated by the Bank, (ii) to open such mail delivered to the designated address, (iii) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (v) to defend any suit, action or proceeding brought with respect to any Collateral; (vi) to negotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank may deem appropriate; and (vii) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Bank were the absolute owner thereof for all purposes, and to do, at the Bank's option, at any time or from time to time, all acts and things which the Bank deems necessary to protect, preserve or realize upon the Collateral and the Bank's security interest therein, in order to effect the intent of this Agreement. The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred upon the Bank hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon the Bank to exercise any such powers. The Bank shall be accountable only for amounts that the Bank actually receives as a result of the exercise of such powers and neither the Bank nor any of its officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act, except for the Bank's own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdiction.

Bank's Appointment as Attorney-in-Fact. The Borrower Companies, jointly and severally, hereby irrevocably constitutes constitute and appoints appoint the Bank and any officer or agent thereof, with full power of substitution, as the Borrower's Companies, true and lawful attorney-in-fact with full irrevocable power and authority in its their place and stead and in its name their names or in the Bank's own name, from time to time in the Bank's discretion, for the sole purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to the Bank the power and right, on behalf of the BorrowerCompanies, without notice to or assentassent from the Companies: (a) to execute, file file, and record all such financing statements, certificates of title title, and other certificates of registration and operation and similar documents and instruments as the Bank may reasonably deem necessary or desirable to protect, perfect perfect, and validate the Bank's security interest interests in the Collateralcollateral; (b) upon the occurrence and continuation of an Event of Default, to receive, collect, take, indorseendorse, sign, compromise, assign, and deliver in any of the Borrower's Companies' or the Bank's name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon the occurrence and during the continuance of an Event of Default, (i) to notify postal authorities to change the address for delivery of the Borrower's Companies' mail to an address designated by the BankBank (the Bank shall exercise the same degree of care when dealing with any of the Companies' mail received by it as the Bank exercises in connection with its own mail), (ii) to open such mail delivered to the designated address, (iii) to sign and indorse any invoices, freight or express bills, bills of lading, storage storage, or warehouse receipts, drafts against debtors, assignments, verifications verifications, and notices in connection with accounts and other documents relating to the Collateral; (iv) to commence and prosecute any suits, actions actions, or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (v) to defend any suit, action or proceeding brought with respect to any Collateral; (vi) to negotiate, settle, compromise compromise, or adjust any account, suit, action action, or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank may deem appropriate; and (vii) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Bank were the absolute owner thereof for all purposes, and to do, at the Bank's optionoption and the Companies' expense, at any time or from time to time, all acts and things which the Bank reasonably deems necessary to protect, preserve or realize upon the Collateral and the Bank's security interest interests therein, in order to effect the intent purposes of this Agreement. The Borrower Companies hereby ratifies ratify all that said attorneys attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred upon the Bank hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon the Bank to exercise any such powers. The Bank shall be accountable only for amounts that the Bank actually receives as a result of the exercise of such powers and neither the Bank nor any of its officers, directors, employees or agents shall be responsible to any of the Borrower Companies for any act or failure to act, except for the Bank's own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdiction.

Bank's Appointment as Attorney-in-Fact. (a) The Borrower hereby irrevocably constitutes and appoints the Bank Bank, and any officer or agent thereofthereof (such constitution and appointment to become automatically effective following the occurrence and during the continuance of an Event of Default), with full power of substitution, as the Borrower's its true and lawful attorney-in-fact with full irrevocable power and authority in its the place and stead of the Borrower and in its the name of the Borrower or in the Bank's its own name, from time to time in the Bank's ’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to gives the Bank the power and right, on behalf of the Borrower, Borrower without notice to or assent: assent by the Borrower to do the following (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as the Bank may deem necessary or desirable to protect, perfect and validate the Bank's security interest in the Collateral; (b) to receive, collect, take, indorse, sign, and deliver in the Borrower's or the Bank's name, any and all checks, notes, drafts, or other documents or instruments relating subject to the Collateral; rights, if any, of any Other Holders and the rights, if any, of the applicable Underlying Borrowers under the applicable Underlying Loan Documents): (ci) upon the occurrence and during the continuance of an Event of Default, to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under or in connection with any Collateral and, in the name of the Borrower or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Bank for the purpose of collecting any and all such moneys due under any Collateral whenever payable; and (iii) upon the occurrence and during the continuance of any Event of Default (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Bank or as the Bank shall direct; (B) to receive, open and dispose of all mail addressed to the Borrower and to notify postal authorities to change the address for delivery of the Borrower's mail thereof to an such address as may be designated by the Bank, ; (iiC) to open such mail delivered receive payment of and receipt for any and all moneys, claims and other amounts due and to the designated address, become due at any time in respect of or arising out of any Collateral; (iiiD) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (ivE) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (vF) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (viG) to negotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank may deem appropriate; (H) to assign any copyright or trademark (along with the goodwill of the business to which such copyright or trademark pertains) for such term or terms, on such conditions, and in such manner as the Bank shall determine in its sole discretion; and (viiI) generally, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Bank were the absolute owner thereof for all purposes, and to do, at the Bank's option’s option and the Borrower’s expense, at any time or from time to time, all acts and things which the Bank deems necessary to protect, preserve or realize upon the Collateral and the Bank's ’s security interest therein, in order to effect the intent of this Agreement. The , all as fully and effectively as the Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. might do. (b) This power of attorney is a power coupled with an interest and shall be irrevocable. . (c) The powers conferred upon on the Bank hereunder are solely to protect its the interests of the Bank in the Collateral and shall not impose any duty upon the Bank it to exercise any such powers. The Bank shall be accountable only for amounts that the Bank it actually receives as a result of the exercise of such powers powers, and neither the Bank it nor any of its directors, officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act, except for its gross negligence, willful misconduct or fraud. (d) The Borrower also authorizes the Bank's own gross negligence Bank at any time and from time to time following the occurrence and during the continuance of an Event of Default (i) to communicate with Underlying Borrowers with regard to the assignment of Underlying Loans hereunder and other matters relating thereto and (ii) to execute any indorsements, assignments or willful misconduct, as determined by a final non-appealable judgment by a court other instruments of competent jurisdictionconveyance or transfer with respect to the Collateral.

Bank's Appointment as Attorney-in-Fact. The Borrower Companies, jointly and severally, hereby irrevocably constitutes constitute and appoints appoint the Bank and any officer or agent thereof, with full power of substitution, as the Borrower's Companies, true and lawful attorney-in-fact with full irrevocable power and authority in its their place and stead and in its name their names or in the Bank's own name, from time to time in the Bank's discretion, for the sole purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to the Bank the power and right, on behalf of the BorrowerCompanies, without notice to or assentassent from the Companies: (a) to execute, file file, and record all such financing statements, certificates of title title, and other certificates of registration and operation and similar documents and instruments as the Bank may reasonably deem necessary or desirable to protect, perfect perfect, and validate the Bank's security interest interests in the Collateralcollateral; (b) upon the occurrence and continuation of an Event of Default, to receive, collect, take, indorseendorse, sign, compromise, assign, and deliver in any of the Borrower's Companies' or the Bank's name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon the occurrence and during the continuance of an Event of Default, (i) to notify postal authorities to change the address for delivery of the Borrower's mail to an address designated by the Bank, (ii) to open such mail delivered to the designated address, (iii) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (v) to defend any suit, action or proceeding brought with respect to any Collateral; (vi) to negotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank may deem appropriate; and (vii) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Bank were the absolute owner thereof for all purposes, and to do, at the Bank's option, at any time or from time to time, all acts and things which the Bank deems necessary to protect, preserve or realize upon the Collateral and the Bank's security interest therein, in order to effect the intent of this Agreement. The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred upon the Bank hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon the Bank to exercise any such powers. The Bank shall be accountable only for amounts that the Bank actually receives as a result of the exercise of such powers and neither the Bank nor any of its officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act, except for the Bank's own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdiction.to

Bank's Appointment as Attorney-in-Fact. The Borrower hereby irrevocably constitutes and appoints the Bank and any officer or agent thereof, with full power of substitution, as the Borrower's ’s true and lawful attorney-in-fact with full irrevocable power and authority in its place and stead and in its name or in the Bank's ’s own name, from time to time in the Bank's ’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to the Bank the power and right, on behalf of the Borrower, without notice to or assent: (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as the Bank may deem necessary or desirable to protect, perfect and validate the Bank's ’s security interest in the Collateral; (b) to receive, collect, take, indorse, sign, and deliver in the Borrower's ’s or the Bank's ’s name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon the occurrence of an Event of Default, (i) to notify postal authorities to change the address for delivery of the Borrower's ’s mail to an address designated by the Bank, (ii) to open such mail delivered to the designated address, (iii) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (v) to defend any suit, action or proceeding brought with respect to any Collateral; (vi) to negotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank may deem appropriate; and (vii) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Bank were the absolute owner thereof for all purposes, and to do, at the Bank's ’s option, at any time or from time to time, all acts and things which the Bank deems necessary to protect, preserve or realize upon the Collateral and the Bank's ’s security interest therein, in order to effect the intent of this Agreement. The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred upon the Bank hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon the Bank to exercise any such powers. The Bank shall be accountable only for amounts that the Bank actually receives as a result of the exercise of such powers and neither the Bank nor any of its officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act, except for the Bank's ’s own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdiction.

Bank's Appointment as Attorney-in-Fact. (a) The Borrower hereby irrevocably constitutes and appoints the Bank Bank, and any officer or agent thereofthereof (such constitution and appointment to become automatically effective following the occurrence and during the continuance of an Event of Default), with full power of substitution, as the Borrower's its true and lawful attorneyattomey-in-fact with full irrevocable power and authority in its the place and stead of the Borrower and in its the name of the Borrower or in the Bank's its own name, from time to time in the Bank's ’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to gives the Bank the power and right, on behalf of the Borrower, Borrower without notice to or assent: assent by the Borrower to do the following (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as the Bank may deem necessary or desirable to protect, perfect and validate the Bank's security interest in the Collateral; (b) to receive, collect, take, indorse, sign, and deliver in the Borrower's or the Bank's name, any and all checks, notes, drafts, or other documents or instruments relating subject to the Collateral; rights, if any, of any Other Holders and the rights, if any, of the applicable Underlying Borrowers under the applicable Underlying Loan Documents): (ci) upon the occurrence and during the continuance of an Event of Default, to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under or in connection with any Collateral and, in the name of the Borrower or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Bank for the purpose of collecting any and all such moneys due under any Collateral whenever payable; and (iii) upon the occurrence and during the continuance of any Event of Default (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and to become due thereunder directly to the Bank or as the Bank shall direct; (B) to receive, open and dispose of all mail addressed to the Borrower and to notify postal authorities to change the address for delivery of the Borrower's mail thereof to an such address as may be designated by the Bank, ; (iiC) to open such mail delivered receive payment of and receipt for any and all moneys, claims and other amounts due and to the designated address, become due at any time in respect of or arising out of any Collateral; (iiiD) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (ivE) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (vF) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (viG) to negotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank may deem appropriate; (H) to assign any copyright or trademark (along with the goodwill of the business to which such copyright or trademark pertains) for such term or terms, on such conditions, and in such manner as the Bank shall determine in its sole discretion; and (viiI) generally, generally to sell, transfer, pledge, make any agreement agreement, with respect to or otherwise deal with any of the Collateral as fully and completely as though the Bank were the absolute owner thereof for all purposes, and to do, at the Bank's option’s option and the Borrower’s expense, at any time or from time to time, all acts and things which the Bank deems necessary to protect, preserve or realize upon the Collateral and the Bank's ’s security interest therein, in order to effect the intent of this Agreement. The , all as fully and effectively as the Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. might do. (b) This power of attorney is a power coupled with an interest and shall be irrevocable. . (c) The powers conferred upon on the Bank hereunder are solely to protect its the interests of the Bank in the Collateral and shall not impose any duty upon the Bank it to exercise any such powers. The Bank shall be accountable only for amounts that the Bank it actually receives as a result of the exercise of such powers powers, and neither the Bank it nor any of its directors, officers, directorsemployees, employees or agents shall be responsible to the Borrower for any act or failure to act, except for its gross negligence, willful misconduct or fraud. (d) The Borrower also authorizes the Bank's own gross negligence Bank at any time and from time to time following the occurrence and during the continuance of an Event of Default (i) to communicate with Underlying Borrowers with regard to the assignment of Underlying Loans hereunder and other matters relating thereto and (ii) to execute any indorsements, assignments or willful misconduct, as determined by a final non-appealable judgment by a court other instruments of competent jurisdictionconveyance or transfer with respect to the Collateral.