Common use of BANK'S APPOINTMENT AS ATTORNEY Clause in Contracts

BANK'S APPOINTMENT AS ATTORNEY. IN-FACT. Debtor hereby irrevocably constitutes and appoints Bank and any officer or agent thereof, with full power of substitution, as Debtor's true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Debtor and in the name of Debtor or in Bank's own name, from time to time in 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 Bank the power and right, on behalf of Debtor, without notice to or assent by Debtor: (a) To execute, file and record all such financing statements and similar documents and instruments as Bank may deem necessary or desirable to protect, perfect and validate Bank's security interest in the Collateral. (b) Upon the occurrence and continuance of any event of default under paragraph 9 hereof, (i) to sign and indorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (ii) 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; (iii) to defend any suit, action or proceeding brought against Debtor with respect to any Collateral; (iv) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as Bank may deem appropriate; and (v) 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 Bank were the absolute owner thereof for all purposes, and to do, at Bank's option and Debtor's expense, at any time or from time to time, all acts and things which Bank deems necessary to protect, preserve or realize upon the Collateral and Bank's security interest therein, in order to effect the intent of this agreement, all as fully and effectively as Debtor might do. Debtor 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 Bank hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon Bank to exercise any such powers. Bank shall be accountable only for amounts that Bank actually receives as a result of the exercise of such powers and neither Bank nor any of its officers, directors, employees or agents shall be responsible to Debtor for any act or failure to act, except for Bank's own gross negligence or willful misconduct.

BANK'S APPOINTMENT AS ATTORNEY. INin-FACTfact. Debtor Effective upon and during the continuance of an Event of Default, the Company hereby irrevocably constitutes and appoints the Bank and any officer or agent thereof, with full power of substitution, as Debtorthe Company's true and lawful attorney-in-fact with full irrevocable power and authority in the its place and stead of Debtor and in the its name of Debtor 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 Agreement and, without limiting the generality of the foregoing, hereby grants to the Bank the power and right, on behalf of Debtorthe Company, without notice to or assent by Debtor: assent: (a) To to execute, file file, and record all such financing statements 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 perfect, and validate the Bank's security interest in the Collateral. ; (b) Upon to receive, collect, take, indorse, sign, compromise, assign, and deliver in the Company'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 and continuance of any event an Event of default under paragraph 9 hereofDefault, (i) to notify postal authorities to change the address for delivery of the Company'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 verifications, and notices in connection with accounts and other documents relating to the Collateral; (iiiv) 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; (iiiv) to defend any suit, action action, or proceeding brought against Debtor with respect to any Collateral; (ivvi) 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 Bank may deem appropriate; and (v) 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 Bank were the absolute owner thereof for all purposes, and to do, at Bank's option and Debtor's expense, at any time or from time to time, all acts and things which Bank deems necessary to protect, preserve or realize upon the Collateral and Bank's security interest therein, in order to effect the intent of this agreement, all as fully and effectively as Debtor might do. Debtor 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 Bank hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon Bank to exercise any such powers. Bank shall be accountable only for amounts that Bank actually receives as a result of the exercise of such powers and neither Bank nor any of its officers, directors, employees or agents shall be responsible to Debtor for any act or failure to act, except for Bank's own gross negligence or willful misconduct.

BANK'S APPOINTMENT AS ATTORNEY. INin-FACTFact. Debtor The Company hereby irrevocably constitutes and appoints the Bank and any officer or agent thereof, with full power of substitution, as Debtorthe Company's true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Debtor the Company and in the name of Debtor the Company 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 Debtorthe Company, without notice to or assent by Debtorthe Company: (a) To execute, file and record all such financing statements statements, certificates of title and other certificates of registration and operation and similar documents and instruments including, but not limited to, those relating to aircraft or marine vessels, as the Bank may deem necessary or desirable to protect, perfect and validate the Bank's security interest in the Collateralinterest. (b) Upon the occurrence and continuance of any event of default under paragraph 9 Section 10 hereof, (i) 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; (ii) to commence and prosecute any suits, actions or proceedings proceeding 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; (iii) to defend any suit, action or proceeding brought against Debtor the Company with respect to any Collateral; (iv) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Bank may deem appropriate; and (v) 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 and Debtorthe Company'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 security interest therein, in order to effect the intent of this agreement, all as fully and effectively as Debtor the Company might do. Debtor The Company 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 and 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 Debtor the Company for any act or of failure to act, except for the Bank's own gross negligence or willful misconduct.