Common use of Lender Appointed Attorney-in-Fact Clause in Contracts

Lender Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, the Pledgor hereby appoints the Lender as the Pledgor’s attorney-in-fact for the purpose, after the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof (subject to the rights of the Pledgor under Section 6). Without limiting the generality of the foregoing, the Lender shall, after the occurrence and during the continuance of an Event of Default, have the right and power to: (i) receive, endorse and collect all checks and other orders for the payment of money made payable to the Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral. (b) Other than any action which constitutes gross negligence or willful misconduct, all acts done under the foregoing authorization are hereby ratified and approved and neither the Lender nor any designee or agent thereof shall be liable for any act or omission, for any error of judgment or for any mistake of fact or law. (c) This power of attorney, being coupled with an interest, is irrevocable while any Secured Obligations remain unpaid or unperformed.

Lender Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, the Pledgor hereby appoints the Lender as the Pledgor’s its attorney-in-fact for fact, coupled with an interest, with full authority, in the purposename of Pledgor or otherwise, after the occurrence and during the continuance of an Event of Defaultfrom time to time in Lender’s sole discretion, of carrying out the provisions of this Agreement and taking to take any action and executing to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof (subject of this Pledge Agreement, including, without limitation, to the rights of the Pledgor under Section 6). Without limiting the generality of the foregoing, the Lender shall, after the occurrence and during the continuance of an Event of Default, have the right and power to: (i) receive, endorse and collect all checks and other orders for the payment of money instruments made payable to the Pledgor representing any distribution, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) execute endorsements, assignments or other instruments same and to arrange for the transfer of conveyance or transfer with respect to all or any part of the Pledged CollateralCollateral on the books of the Borrower to the name of Lender or Lender’s nominee; provided, however, that Lender agrees to exercise such powers only so long as an Event of Default shall have occurred and is continuing. (b) Other than Upon the indefeasible payment in full of all Obligations in cash and the termination of any action which constitutes gross negligence or willful misconductcommitment on the part of Lender to lend to Borrower, all acts done under the foregoing authorization are hereby ratified Pledged Collateral (and approved and neither the Lender nor any designee all stock or agent thereof other powers delivered in connection therewith) shall be liable for returned to Pledgor and all rights with respect to the Pledged Collateral or the Borrower vested in Lender pursuant to this Pledged Agreement shall expire, terminate and be of no further effect whatsoever and Lender shall provide any act release or omission, for any error of judgment other instruments required to effect such release or for any mistake of fact or lawas reasonably requested by Pledgor to evidence such release. (c) This power of attorney, being coupled with an interest, is irrevocable while any Secured Obligations remain unpaid or unperformed.

Lender Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, the Pledgor hereby irrevocably appoints the Lender as the Pledgor’s its attorney-in-fact for the purpose, after the occurrence and during the continuance of an Event of Default, purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which the Lender may may, in its sole and absolute discretion, deem necessary or advisable to accomplish the purposes hereof (subject to the rights of the Pledgor under Section 6)hereof, which appointment is irrevocable and coupled with an interest, but such attorney-in-fact shall not be effective until a Default shall have occurred. Without limiting the generality of the foregoing, the Lender shall, after the occurrence and during the continuance of an Event of Default, shall have the right and power power, if a Default shall have occurred to: : (ia) ask for, demand, collect, xxx for, receive, endorse and collect all checks and other orders for the payment of money made payable to the Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral Shares or any part thereof and to give full discharge for the same; and (iib) execute endorsements, assignments give any necessary receipts for amounts collected or other instruments received by Lender pursuant to this Agreement and make all necessary transfers of conveyance or transfer with respect to all or any part of the Pledged Collateral. (b) Other than Collateral in connection with any action which constitutes gross negligence sale or willful misconductother disposition thereof made pursuant to this Agreement, and for that purpose to execute all acts done under the foregoing authorization are hereby ratified necessary instruments of assignment and approved and neither the Lender nor any designee or agent thereof shall be liable for any act or omission, for any error of judgment or for any mistake of fact or law. transfer; (c) This power commence and prosecute any and all suits, actions or proceedings in law or in equity in any court of attorneycompetent jurisdiction to collect or otherwise realize on all or any part of the Collateral or to enforce any rights in respect thereof; and (d) settle, being coupled with an interestcompromise, is irrevocable while compound, adjust or defend any Secured Obligations remain unpaid actions, suits or unperformedproceedings relating to any or all of the Collateral.

Lender Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, the The Pledgor hereby appoints the Lender as the Pledgor’s attorney-in-fact for fact, with full authority to act in the purpose, place and stead of the Pledgor and in the name of the Pledgor or otherwise at any time after the occurrence and during the continuance of an Event of DefaultDefault shall exist, of carrying out the provisions of this Agreement and taking to take any action and executing to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof (subject to the rights of the Pledgor under Section 6). Without limiting the generality of the foregoingthis Agreement, the Lender shallincluding, after the occurrence and during the continuance of an Event of Default, have the right and power towithout limitation: (ia) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (b) to receive, endorse and collect all checks and other orders for the payment of money instruments made payable to the Pledgor representing any interest payment or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; , and (iic) execute endorsements, assignments to file any claims or other instruments take any action or institute any proceedings that the Lender may deem necessary or desirable for the collection of conveyance any of the Collateral or transfer otherwise to enforce the rights of the Lender with respect to all or any of the Pledged Collateral. (b) Other than any action which constitutes gross negligence or willful misconduct, all acts done under the foregoing authorization are hereby ratified and approved and neither . The Pledgor agree that the Lender nor shall not have any designee or agent thereof shall be liable liability for any act acts of commission or omission, or for any error of judgment or for any mistake of fact or law. (c) This power , with respect to the exercise of attorneythe powers of attorney granted under this Section 4.5, being unless such liability shall be due to the willful misconduct or gross negligence of the Lender. The powers of attorney granted under this Section 4.5 are coupled with an interest, is and interest and shall be irrevocable while for so long as any Secured of the Obligations remain unpaid or unperformedshall not have been fully and finally paid.

Lender Appointed Attorney-in-Fact. (a) To effectuate If at any time Pledgor shall fail to pay in full when due or otherwise timely perform any of the terms Obligations, Lender shall automatically and provisions hereof, the Pledgor hereby appoints the Lender as the without further action become Pledgor’s 's attorney-in-fact 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 discretion of Lender to take any action and to execute any instrument which Lender deems to be necessary or advisable for accomplishing the purpose, after the occurrence and during the continuance of an Event of Default, of carrying out the provisions purposes of this Agreement and taking any action and executing any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof (subject to the rights of the Pledgor under Section 67). Without limiting the generality of the foregoing, the Lender shallincluding, after the occurrence and during the continuance of an Event of Defaultwithout limitation, have the right and power to: (i) to receive, endorse endorse, collect, ask for, demand, and collect xxx for all checks and other orders for the payment of money moneys due or to become due or instruments made payable to the Pledgor representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) execute endorsements, assignments to settle, compromise, prosecute or other instruments of conveyance defend any action, claim or transfer proceeding with respect thereto, and to all sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of the Pledged Collateral. omission or commission (b) Other other than any action which constitutes acts or omissions constituting gross negligence or willful misconduct, all acts done under the foregoing authorization are hereby ratified and approved and neither the Lender nor any designee or agent thereof shall be liable for any act or omission, for any error of misconduct as determined by a final judgment or for any mistake a court of fact or law. (c) competent jurisdiction). This power of attorney, being is coupled with an interest, interest and is irrevocable while any Secured until all of the Obligations remain unpaid or unperformedare paid in full.

Lender Appointed Attorney-in-Fact. (a) To effectuate If at any time the terms Company or Pledgor shall fail to pay in full when due or otherwise timely perform any of the Obligations, Lender shall automatically and provisions hereof, the Pledgor hereby appoints the Lender as the without further action become Pledgor’s 's attorney-in-fact 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 discretion of Lender to take any action and to execute any instrument which Lender deems to be necessary or advisable for accomplishing the purpose, after the occurrence and during the continuance of an Event of Default, of carrying out the provisions purposes of this Agreement and taking any action and executing any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof (subject to the rights of the Pledgor under Section 67). Without limiting the generality of the foregoing, the Lender shallincluding, after the occurrence and during the continuance of an Event of Defaultwithout limitation, have the right and power to: (i) to receive, endorse endorse, collect, ask for, demand, and collect xxx for all checks and other orders for the payment of money moneys due or to become due or instruments made payable to the Pledgor representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) execute endorsements, assignments to settle, compromise, prosecute or other instruments of conveyance defend any action, claim or transfer proceeding with respect thereto, and to all sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of the Pledged Collateral. omission or commission (b) Other other than any action which constitutes acts or omissions constituting gross negligence or willful misconduct, all acts done under the foregoing authorization are hereby ratified and approved and neither the Lender nor any designee or agent thereof shall be liable for any act or omission, for any error of misconduct as determined by a final judgment or for any mistake a court of fact or law. (c) competent jurisdiction). This power of attorney, being is coupled with an interest, interest and is irrevocable while any Secured until all of the Obligations remain unpaid or unperformedare paid in full.

Lender Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, the Pledgor Grantor hereby irrevocably appoints the Lender as the Pledgor’s or its designee on behalf of Lender Grantor's attorney-in-fact and proxy, with full authority in the place and stead of Grantor and in the name of Grantor or otherwise, from time to time in Lender's discretion, to take any action and to execute any instrument which Lender deems to be necessary or advisable for accomplishing the purpose, after the occurrence and during the continuance of an Event of Default, of carrying out the provisions purposes of this Agreement including, without limitation, (i) to obtain and taking adjust insurance required to be paid to Lender, (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Collateral, (iii) to receive, endorse, assign and collect any drafts or other instruments, documents and chattel paper in connection with clause (i) or (ii) above, (iv) to prepare and file all applications and other documents necessary to maintain the items described in Section 2(h) in full force and effect and Grantor the authorized legal holder thereof and (v) to file any claims or take any action and executing or institute any instrument proceedings which the Lender may deem necessary or advisable desirable for the collection of any Collateral or otherwise to accomplish the purposes hereof (subject to enforce the rights of the Pledgor under Section 6). Without limiting the generality of the foregoing, the Lender shall, after the occurrence and during the continuance of an Event of Default, have the right and power to: (i) receive, endorse and collect all checks and other orders for the payment of money made payable to the Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all any Collateral. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of the Pledged Collateral. omission or commission (b) Other other than any action which constitutes acts or omissions constituting gross negligence or willful misconduct, all acts done under the foregoing authorization are hereby ratified and approved and neither the Lender nor any designee or agent thereof shall be liable for any act or omission, for any error of misconduct as determined by a final judgment or for any mistake a court of fact or law. (c) competent jurisdiction). This power of attorney, being attorney is coupled with an interest, interest and is irrevocable while any Secured until all of the Obligations remain unpaid or unperformedare paid in full.

Lender Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereoffull extent permitted by applicable law, the Pledgor each Grantor hereby irrevocably appoints the Lender as the Pledgorsuch Grantor’s attorney-in-fact for fact, with full authority in the purposeplace and stead of such Grantor, after and in the name of such Grantor, or otherwise, from time to time, in Lender’s sole and absolute discretion to do any of the following acts or things upon the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Agreement : (a) to do all acts and taking any action things and executing any instrument which the Lender may deem to execute all documents necessary or advisable to accomplish perfect and continue perfected the purposes hereof security interests created by this Agreement and to preserve, maintain and protect the Collateral; (subject b) to do any and every act which such Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in such Grantor’s name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by Lender; and (e) to file any claims or take any action or institute any proceedings which Lender may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Pledgor under Section 6). Without limiting the generality of the foregoing, the Lender shall, after the occurrence and during the continuance of an Event of Default, have the right and power to: (i) receive, endorse and collect all checks and other orders for the payment of money made payable to the Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral. ; provided, however, that Lender shall be under no obligation whatsoever to take any of the foregoing actions, and Lender shall have no liability or responsibility for any act or omission (b) Other other than any action which constitutes Lender's own gross negligence or willful misconduct, all acts done under the foregoing authorization are hereby ratified and approved and neither the Lender nor any designee or agent thereof shall be liable for any act or omission, for any error of judgment or for any mistake of fact or law) taken with respect thereto. (c) This power of attorney, being coupled with an interest, is irrevocable while any Secured Obligations remain unpaid or unperformed.

Lender Appointed Attorney-in-Fact. (a) To effectuate If at any time Swift or Pledgor shall fail to pay in full when due or otherwise timely perform any of the terms Obligations, Lender shall automatically and provisions hereof, the Pledgor hereby appoints the Lender as the without further action become Pledgor’s 's attorney-in-fact 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 discretion of Lender to take any action and to execute any instrument which Lender deems to be necessary or advisable for accomplishing the purpose, after the occurrence and during the continuance of an Event of Default, of carrying out the provisions purposes of this Agreement and taking any action and executing any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof (subject to the rights of the Pledgor under Section 67). Without limiting the generality of the foregoing, the Lender shallincluding, after the occurrence and during the continuance of an Event of Defaultwithout limitation, have the right and power to: (i) to receive, endorse endorse, collect, ask for, demand, and collect xxx for all checks and other orders for the payment of money moneys due or to become due or instruments made payable to the Pledgor representing any dividend, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) execute endorsements, assignments to settle, compromise, prosecute or other instruments of conveyance defend any action, claim or transfer proceeding with respect thereto, and to all sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of the Pledged Collateral. omission or commission (b) Other other than any action which constitutes acts or omissions constituting gross negligence or willful misconduct, all acts done under the foregoing authorization are hereby ratified and approved and neither the Lender nor any designee or agent thereof shall be liable for any act or omission, for any error of misconduct as determined by a final judgment or for any mistake a court of fact or law. (c) competent jurisdiction). This power of attorney, being is coupled with an interest, interest and is irrevocable while any Secured until all of the Obligations remain unpaid or unperformedare paid in full.

Lender Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, the Pledgor CNS hereby appoints the Lender as the Pledgor’s CNS's attorney-in-fact for the purpose, after upon the occurrence and during the continuance of an Event of Default, a default under the Term Loan Agreement for the purpose of carrying out the provisions of this Pledge Agreement and taking any action and executing any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof (subject to the rights of the Pledgor under Section 6)hereof. Without limiting the generality of the foregoing, the Lender shall, after the occurrence and during the continuance of an Event of Default, shall have the right and power to: (i) receive, endorse and collect all checks and other orders for the payment of money made payable to the Pledgor CNS representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral. (b) Other than any action which constitutes gross negligence or willful misconduct, all acts done under the foregoing authorization are hereby ratified and approved and neither the Lender nor any designee or agent Lender thereof shall be liable for any act or omission, for any error of judgment or for any mistake of fact or law. (c) This power of attorney, being coupled with an interest, is irrevocable while any Secured Obligations remain unpaid or unperformed.

Lender Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, the Pledgor hereby appoints the Lender as the Pledgor’s its attorney-in-fact for fact, coupled with an interest, with full authority, in the purposename of Pledgor or otherwise, after the occurrence and during the continuance of an Event of Defaultfrom time to time in Xxxxxx’s sole discretion, of carrying out the provisions of this Agreement and taking to take any action and executing to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof (subject of this Pledge Agreement, including, without limitation, to the rights of the Pledgor under Section 6). Without limiting the generality of the foregoing, the Lender shall, after the occurrence and during the continuance of an Event of Default, have the right and power to: (i) receive, endorse and collect all checks and other orders for the payment of money instruments made payable to the Pledgor representing any distribution, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) execute endorsements, assignments or other instruments same and to arrange for the transfer of conveyance or transfer with respect to all or any part of the Pledged CollateralCollateral on the books of the Company to the name of Lender or Xxxxxx’s nominee; provided, however, that Xxxxxx agrees to exercise such powers only so long as an Event of Default shall have occurred and is continuing. (b) Other than Upon the indefeasible payment in full of all Obligations in cash and the termination of any action which constitutes gross negligence or willful misconductcommitment on the part of Lender to lend to the Borrowers, all acts done under the foregoing authorization are hereby ratified Pledged Collateral (and approved and neither the Lender nor any designee all stock or agent thereof other powers delivered in connection therewith) shall be liable for returned to Pledgor and all rights with respect to the Pledged Collateral or the Company vested in Lender pursuant to this Pledged Agreement shall expire, terminate and be of no further effect whatsoever and Lender shall provide any act release or omission, for any error of judgment other instruments required to effect such release or for any mistake of fact or lawas reasonably requested by Pledgor to evidence such release. (c) This power of attorney, being coupled with an interest, is irrevocable while any Secured Obligations remain unpaid or unperformed.

Lender Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, the Pledgor hereby appoints the Lender as the Pledgor’s its attorney-in-fact for fact, coupled with an interest, with full authority, in the purposename of Pledgor or otherwise, after the occurrence and during the continuance of an Event of Defaultfrom time to time in Lender’s sole discretion, of carrying out the provisions of this Agreement and taking to take any action and executing to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof (subject of this Pledge Agreement, including, without limitation, to the rights of the Pledgor under Section 6). Without limiting the generality of the foregoing, the Lender shall, after the occurrence and during the continuance of an Event of Default, have the right and power to: (i) receive, endorse and collect all checks and other orders for the payment of money instruments made payable to the Pledgor representing any distribution, interest or dividend payment or other distribution or amount payable in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) execute endorsements, assignments or other instruments same and to arrange for the transfer of conveyance or transfer with respect to all or any part of the Pledged CollateralCollateral on the books of the Company to the name of Lender or Lender’s nominee; provided, however, that Lender agrees to exercise such powers only so long as an Event of Default shall have occurred and is continuing. (b) Other than Upon the indefeasible payment in full of all Obligations in cash and the termination of any action which constitutes gross negligence or willful misconductcommitment on the part of Lender to lend to the Borrowers, all acts done under the foregoing authorization are hereby ratified Pledged Collateral (and approved and neither the Lender nor any designee all stock or agent thereof other powers delivered in connection therewith) shall be liable for returned to Pledgor and all rights with respect to the Pledged Collateral or the Company vested in Lender pursuant to this Pledged Agreement shall expire, terminate and be of no further effect whatsoever and Lender shall provide any act release or omission, for any error of judgment other instruments required to effect such release or for any mistake of fact or lawas reasonably requested by Pledgor to evidence such release. (c) This power of attorney, being coupled with an interest, is irrevocable while any Secured Obligations remain unpaid or unperformed.