Common use of Power of Attorney; Proxy Clause in Contracts

Power of Attorney; Proxy. 9.1 Upon and after an Event of Default and during the continuance of such Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Pledgee (and all Persons designated by the Pledgee) as its true and lawful attorney (and agent-in-fact) and the Pledgee, or the Pledgee's agent, may, without notice to Pledgor, and at such time or times thereafter as the Pledgee or said agent, in its discretion, may determine, in the name of Pledgor or the Pledgee: (a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Pledgee's possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Pledgee's discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 Upon the occurrence, and during the continuance, of any Event of Default hereunder, the Pledgee, or its nominee, without notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written consents in lieu of voting thereon) and may exercise such power in such manner as the Pledgee, in its sole discretion, shall determine. THIS PROXY IS

Power of Attorney; Proxy. 9.1 Upon and after an Event of Default and during the continuance of such Event of Defaultits continuance, Pledgor irrevocably designates, makes, constitutes and appoints the Pledgee (and all Persons designated by the Pledgee) as its true and lawful attorney (and agent-in-fact) and the Pledgee, or the Pledgee's agent, may, without notice to any Pledgor, and at such time or times thereafter as the Pledgee or said agent, in its discretion, may determine, in the name of any Pledgor or the Pledgee: (a) , transfer any or all of the Pledged Collateral on the books of the issuer Issuer thereof, with full power of substitution in the premises; (b) endorse the name of any Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Pledgee's possession to the extent they constitute Pledged Collateralpossession; and (c) do all acts and things necessary, in the Pledgee's discretion, to fulfill the obligations of any Pledgor under this Agreement. 9.2 . Upon the occurrence, occurrence and during the continuance, continuance of any Event of Default hereunder, the Pledgee, or its nominee, without notice or demand of any kind to any Pledgor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written consents in lieu of voting thereon) and may exercise such power in such manner as the Pledgee, in its sole discretion, shall determine. THIS PROXY ISIS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Pledgee of any of its rights and remedies under this SECTION 9 shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Pledgee of any of the Pledged Collateral in satisfaction of any of the Obligations.

Power of Attorney; Proxy. 9.1 Upon and after an Event of Default the occurrence and during the continuance continuation of such an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Pledgee Secured Party (and all Persons designated by the PledgeeSecured Party) as its true and lawful attorney (and the agent-in-fact) and the Pledgeeeach Secured Party, or the Pledgee's such Secured Party’s agent, maymay in connection with any exercise of the remedies available to it, without notice to Pledgor, and at such time or times thereafter as the Pledgee such Secured Party or said agent, in its discretion, may determine, in the name of Pledgor or the Pledgeesuch Secured Party: (a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Pledgee's such Secured Party’s possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Pledgee's such Secured Party’s discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 Upon the occurrence, occurrence and during the continuance, continuation of any Event of Default hereunder, the Pledgee, Secured Party or its nominee, without upon three Business Days’ notice or demand of any kind to Pledgor, shall have the sole and exclusive right right, if and to the extent not prohibited by applicable law, to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written consents in lieu of voting thereon) and may exercise such power in such manner as the PledgeeSecured Party, in its sole discretion, shall determine. THIS PROXY ISIS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Secured Party of any of its rights and remedies under this Section shall not be deemed a disposition of Pledged Collateral under Article 9 of the Uniform Commercial Code nor an acceptance by the Secured Party of any of the Pledged Collateral in satisfaction of any of the Obligations.

Power of Attorney; Proxy. 9.1 Upon and after an Event of Default the occurrence and during the continuance continuation of such an Event of Default, Pledgor irrevocably designates, makes, constitutes and appoints the Pledgee Agent (and all Persons designated by the PledgeeAgent) as its true and lawful attorney (and agentthe Agent-in-fact) and the PledgeeAgent, or the Pledgee's Agent’s agent, maymay in connection with any exercise of the remedies available to it, without notice to Pledgor, and at such time or times thereafter as the Pledgee Agent or said agentthe Agent, in its discretion, may determine, in the name of Pledgor or the PledgeeAgent: (a) transfer the Pledged Collateral on the books of the issuer thereof, with full power of substitution in the premises; (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the Pledgee's Agent’s possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Pledgee's Agent’s discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 Upon the occurrence, occurrence and during the continuance, continuation of any Event of Default hereunder, the PledgeeAgent, or its nominee, without upon three Business Days’ notice or demand of any kind to Pledgor, shall have the sole and exclusive right right, if and to the extent not prohibited by applicable law, to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written consents in lieu of voting thereon) and may exercise such power in such manner as the PledgeeAgent, in its sole discretion, shall determine. THIS PROXY ISIS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The exercise by the Agent of any of its rights and remedies under this Section shall not be deemed a disposition of Pledged Collateral under Article 9 of the UCC nor an acceptance by the Agent of any of the Pledged Collateral in satisfaction of any of the Obligations.

Power of Attorney; Proxy. 9.1 Upon the occurrence and after continuance of an Event of Default and during the continuance of following ten (10) days prior written notice from Agent to Pledgor, and further only for so long as such Event of DefaultDefault exists, Pledgor irrevocably (but subject to the foregoing automatic revocation) designates, makes, constitutes and appoints the Pledgee Agent (and all Persons designated by the PledgeeAgent) as its true and lawful attorney (and agent-in-factagent‑in‑fact) and the PledgeeAgent, or the Pledgee's agent, its agent may, without further notice to Pledgor, and at such time or times thereafter as the Pledgee Agent or said agent, in its discretion, may determine, in the name of the Pledgor or the Pledgee: Agent: (a) transfer the Pledged Collateral on the books of the issuer Issuers thereof, with full power of substitution in the premises; and (b) endorse the name of Pledgor upon any checks, notes, acceptance, money orders, certificates, drafts or other forms of payment of security that come into the PledgeeAgent's possession to the extent they constitute Pledged Collateral; and (c) do all acts and things necessary, in the Pledgee's discretion, to fulfill the obligations of Pledgor under this Agreement. 9.2 Upon Provided that at least ten (10) days prior written notice has been given, upon the occurrence, occurrence and during the continuance, continuance of any an Event of Default hereunderDefault, the PledgeeAgent, or its nominee, without notice or demand of any kind to Pledgor, shall have the sole and exclusive right to exercise all voting powers pertaining to any and all of the Pledged Collateral (and to give written consents in lieu of voting thereon) and may exercise such power in such manner as the PledgeeAgent, in its sole discretion, shall determine. THIS PROXY ISIS COUPLED WITH AN INTEREST AND IS IRREVOCABLE, except it shall automatically revoke upon the curing of the Event of Default. The exercise by the Agent of any of its rights and remedies under this Section shall not be deemed a disposition of the Pledged Collateral, in whole or in part, under Article 9 of the UCC nor an acceptance by the Agent of any of the Pledged Collateral in satisfaction of any of the Obligations.