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

Pledgee Appointed Attorney-in-Fact. Pledgor hereby irrevocably appoints Pledgee as 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 Pledgee’s discretion, to, after a Default has occurred and is continuing, take any action and to execute any instrument which Pledgee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, 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 any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which Pledgee may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of Pledgee with respect to any of the Collateral; and (d) to perform the affirmative obligations of Pledgor hereunder (including all obligations of Pledgor under Section 4.07 hereof). Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.01 is irrevocable and coupled with an interest.

Pledgee Appointed Attorney-in-Fact. The Pledgor hereby irrevocably appoints the Pledgee as the Pledgor’s '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 upon the occurrence and during the continuance of any Event of Default described in Pledgee’s discretionSection 6.1 or upon the Pledgor's failure to comply with the Collateral Requirement, to, after a Default has occurred and is continuing, to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Pledge AgreementAgreement with respect to the Collateral, including, including without limitation: : (a) to ask, demand, collect, xxx sue for, recover, compromisecomproxxxe, 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 endorse, and collect any drafts or other instruments, documents and chattel paper paper, in connection with clause (a) above; and (c) to file any claims or take any action or institute any proceedings which the Pledgee may deem necessary or advisable desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Pledgee with respect to any of the Collateral; and (d) to perform the affirmative obligations of Pledgor hereunder (including all obligations of Pledgor under Section 4.07 hereof). The Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.01 is irrevocable and coupled with an interest.

Pledgee Appointed Attorney-in-Fact. The Pledgor hereby irrevocably appoints the Pledgee as Pledgor’s his attorney-in-fact, which appointment is irrevocable and coupled with an interest, with full authority in the place and stead of Pledgor and authority, in the name of such Pledgor or otherwise, after the occurrence of an uncured Event of Default, from time to time in the Pledgee’s 's reasonable discretion, to, after a Default has occurred and is continuing, to take any action and to execute any instrument which that the Pledgee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation: , to take the following actions with respect to the Pledged Collateral: (a) to ask, demand, collect, xxx for, recover, compromise, 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 instruments made payable to the Pledgor representing any drafts dividend or other instrumentsdistribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; (b) to demand, documents sue xxx, collect, receive and chattel paper in connection with clause (a) above; give acquittance for any and all monies due or to become due thereon or by virtue thereof; (c) to file any claims settle, compromise, combine, prosecute or take defend any action or institute any proceedings which Pledgee may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of Pledgee proceeding with respect to any of the Collateralthereto; and and (d) to perform sell, transfer, assign or otherwise deal in or with the affirmative obligations of Pledgor hereunder (including all obligations of Pledgor under same or the proceeds thereof, as fully and effectually as if the Pledgee were the absolute owner thereof; provided, however, that nothing in this Section 4.07 hereof). Pledgor hereby acknowledges, consents and agrees that 13 shall eliminate or modify Pledgee's obligation to pay the power of attorney granted Call Price pursuant to this Section 5.01 is irrevocable and coupled with an interest3 of the Stockholders Agreement.

Pledgee Appointed Attorney-in-Fact. The Pledgor hereby irrevocably appoints the Pledgee as the Pledgor’s '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 upon the occurrence and during the continuance of any Event of Default described in Pledgee’s discretionSection 6.1, to, after a Default has occurred and is continuing, to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, including without limitation: : (a) to ask, demand, collect, xxx for, recover, compromise, 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 endorse, and collect any drafts or other instruments, documents and chattel paper paper, in connection with clause (a) above; and (c) to file any claims or take any action or institute any proceedings which the Pledgee may deem necessary or advisable desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Pledgee with respect to any of the Collateral; and (d) to perform the affirmative obligations of Pledgor hereunder (including all obligations of Pledgor under Section 4.07 hereof). The Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.01 is irrevocable and coupled with an interest.

Pledgee Appointed Attorney-in-Fact. Pledgor hereby irrevocably appoints Pledgee as Pledgor’s 's attorney-in-fact, with full authority in the place and plaxx xxx stead of Pledgor and in the name of Pledgor or otherwise, from time to time time, during the continuation of an Event of Default, in Pledgee’s discretion, to, after a Default has occurred and is continuing, 's reasonable discretion to take any action and to execute any instrument instrument, including but not limited to financing and continuation statements, which Pledgee may deem necessary or advisable advisable, subject to the terms and conditions of this Agreement, to accomplish the purposes of this Pledge Agreement, including, without limitation: , (a) to receive, endorse and collect all instruments made payable to Pledgor representing any dividend, principal or interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, and (b) to ask, demand, collect, xxx sue for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which Pledgee may deem necessary or advisable desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of Pledgee with respect to any of the Pledged Collateral; and (d) to perform the affirmative obligations of Pledgor hereunder (including all obligations of Pledgor under Section 4.07 hereof). Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.01 is irrevocable and coupled with an interest.

Pledgee Appointed Attorney-in-Fact. The Pledgor hereby irrevocably appoints the Pledgee as the Pledgor’s '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 upon the occurrence and during the continuance of any Event of Default described in Pledgee’s discretionSection 6.1 or upon the Pledgor's failure to comply with the Collateral Requirement, to, after a Default has occurred and is continuing, to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Pledge AgreementAgreement with respect to the Collateral, including, including without limitation: : (a) to ask, demand, collect, xxx sue for, recover, compromise, receive and give acquittance acquixxxnce and receipts for moneys due and to become due under or in respect of any of the Collateral; ; (b) to receive, endorse endorse, and collect any drafts or other instruments, documents and chattel paper paper, in connection with clause (a) above; and (c) to file any claims or take any action or institute any proceedings which the Pledgee may deem necessary or advisable desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Pledgee with respect to any of the Collateral; and (d) to perform the affirmative obligations of Pledgor hereunder (including all obligations of Pledgor under Section 4.07 hereof). The Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.01 is irrevocable and coupled with an interest.

Pledgee Appointed Attorney-in-Fact. Pledgor hereby irrevocably appoints Pledgee as Pledgor’s 's attorney-in-factfact effective upon the occurrence of an Event of Default, with full authority in the place and stead of Pledgor and in the name of Pledgor Pledgor, Pledgee or otherwise, from time to time in Pledgee’s discretion, to, after a Default has occurred and is continuing, 's discretion to take any action (including completion and presentation of the Proxy) and to execute any instrument which that Pledgee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation: , to (ai) receive, indorse and collect all instruments made payable to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under Pledgor representing any dividend or other distribution in respect of the Pledged Collateral or any of the Collateral; part thereof and (bii) to receive, endorse exercise the voting and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) consensual rights pertaining to file any claims or take any action or institute any proceedings which Pledgee may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of Pledgee with respect to any of the Pledged Collateral; and (diii) sell, transfer, pledge, make any agreement with respect to perform or otherwise deal with any of the affirmative obligations of Pledgor hereunder (including Pledged Collateral as fully and completely as though Pledgee were the absolute owner thereof for all obligations of Pledgor under Section 4.07 hereof)purposes, and to do, at Pledgee's option and Pledgor's expense, at any time and from time to time, all acts and things that Pledgee deems necessary to protect, preserve or realize upon the Pledged Collateral. Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.01 is irrevocable and coupled with an interest.hereby

Pledgee Appointed Attorney-in-Fact. The Pledgor hereby irrevocably appoints the Pledgee as the Pledgor’s '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 upon the occurrence and during the continuance of any Event of Default described in Pledgee’s discretionSection 6.1 or upon the Pledgor's failure to comply with the Collateral Requirement, to, after a Default has occurred and is continuing, to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Pledge AgreementAgreement with respect to the Collateral, including, including without limitation: : (a) to ask, demand, collect, xxx for, recover, compromise, 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 endorse, and collect any drafts or other instruments, documents and chattel paper paper, in connection with clause (a) above; and (c) to file any claims or take any action or institute any proceedings which the Pledgee may deem necessary or advisable desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Pledgee with respect to any of the Collateral; and (d) to perform the affirmative obligations of Pledgor hereunder (including all obligations of Pledgor under Section 4.07 hereof). The Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.01 is irrevocable and coupled with an interest.

Pledgee Appointed Attorney-in-Fact. The Pledgor hereby irrevocably appoints the Pledgee as the Pledgor’s 's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of Pledgor or otherwisethe Pledgor, from time to time in the Pledgee’s 's discretion, toafter the occurrence and during the continuation of an Event of Default, after a Default has occurred and is continuing, to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, including without limitation: : (a) to ask, demand, collect, xxx sue for, recover, compromise, receive and give acquittance and receipts rxxxipts for moneys due and to become due under or in respect of any of the Collateral; ; (b) to receive, endorse and collect any drafts or other instrumentsinstruments and documents, documents and chattel paper in connection with clause (a) above; and (c) to file any claims or take any action or institute any proceedings which the Pledgee may deem necessary or advisable desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Pledgee with respect to any of the Collateral; and (d) to perform the affirmative obligations of Pledgor hereunder (including all obligations of Pledgor under Section 4.07 hereof). The Pledgor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.01 is irrevocable during the term of this Agreement and is coupled with an interest.