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

Bank Appointed Attorney-in-Fact. The Borrower authorizes and irrevocably appoints the Bank as the Borrower’s attorney-in-fact, to do any of the following without notice to the Borrower or any other person or entity: to take any action and to execute or otherwise authenticate any record or other documentation that the Bank considers necessary or advisable to accomplish the purposes of this Pledge, to exercise any rights under this Pledge and to perform any of the undersigned’s obligations under this Pledge including but not limited to the following: (a) to endorse and collect all checks, drafts, other payment orders and instruments representing or included in, the Collateral or representing any payment, dividend or distribution relating to any Collateral; (b) to direct any securities or commodity intermediary or issuer of any Collateral to comply with instructions originated by the Bank directing distribution of the Collateral without the undersigned’s further consent; (c) to transfer to or restyle any Collateral into the name of the Bank or the Bank’s nominee or any broker-dealer that may be an affiliate of the Bank (including converting physical certificates to book-entry holdings); (d) to transfer to the account of the Bank with any Federal Reserve Bank as Collateral held in book entry form with any Federal Reserve Bank; (e) to execute any control agreement or stock powers or other document of transfer; and (f) to execute any record reasonably believed necessary or appropriate by the Bank for compliance with laws, rules or regulations applicable to any Collateral (including any documentation reasonably believed necessary by the Bank for compliance with Rule 144 or any other restrictions, laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted securities under the applicable securities laws) and to vote any and all securities or exercise any similar right with respect to any Collateral and the Bank is granted an irrevocable proxy to so vote on the undersigned’s behalf. The Borrower’s signature on this Pledge or other authentication of this Pledge shall constitute an irrevocable direction by the Borrower to any bank, custodian, broker-dealer, any other securities intermediary or commodity intermediary or other financial intermediary holding any Collateral or any issuer of any letters of credit to comply with the instructions or entitlement orders, as applicable of the Bank, without the further consent of the Borrower or any other person or entity. This appointment is irrevocable and coupled with an interest and shall survive the death or disability of the Borrower.

Bank Appointed Attorney-in-Fact. The Borrower authorizes Pledgor constitutes and irrevocably appoints Bank the Bank as the Borrower’s attorney-in-fact, to do any fact for Pledgor for the purpose of carrying out the following without notice to the Borrower or any other person or entity: to take provisions of this Agreement and taking any action and to execute or otherwise authenticate executing any record or other documentation that the instrument which Bank considers may deem necessary or advisable to accomplish the purposes of this Pledgehereof, to exercise any rights under this Pledge and to perform any of the undersigned’s obligations under this Pledge including but not limited to the following: (a) to endorse and collect all checks, drafts, other payment orders and instruments representing or included in, the Collateral or representing any payment, dividend or distribution relating to any Collateral; (b) to direct any securities or commodity intermediary or issuer of any Collateral to comply with instructions originated by the Bank directing distribution of the Collateral without the undersigned’s further consent; (c) to transfer to or restyle any Collateral into the name of the Bank or the Bank’s nominee or any broker-dealer that may be an affiliate of the Bank (including converting physical certificates to book-entry holdings); (d) to transfer to the account of the Bank with any Federal Reserve Bank as Collateral held in book entry form with any Federal Reserve Bank; (e) to execute any control agreement or stock powers or other document of transfer; and (f) to execute any record reasonably believed necessary or appropriate by the Bank for compliance with laws, rules or regulations applicable to any Collateral (including any documentation reasonably believed necessary by the Bank for compliance with Rule 144 or any other restrictions, laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted securities under the applicable securities laws) and to vote any and all securities or exercise any similar right with respect to any Collateral and the Bank is granted an irrevocable proxy to so vote on the undersigned’s behalf. The Borrower’s signature on this Pledge or other authentication of this Pledge shall constitute an irrevocable direction by the Borrower to any bank, custodian, broker-dealer, any other securities intermediary or commodity intermediary or other financial intermediary holding any Collateral or any issuer of any letters of credit to comply with the instructions or entitlement orders, as applicable of the Bank, without the further consent of the Borrower or any other person or entity. This which appointment is irrevocable and coupled with an interest interest; provided, that Bank shall only exercise its power pursuant to this Section 7 if, and shall survive only if, an Event of Default has occurred and is continuing. Without limiting the death or disability generality of the Borrowerforegoing, Bank shall have the right, after the occurrence of an Event of Default, with full power of substitution, either in Bank’s name or in the name of Pledgor, to ask for, demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof, and to give full discharge for the same, to settle, compromise, prosecute, or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating Bank to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by Bank or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Pledgor or to any claim or action against Bank.

Bank Appointed Attorney-in-Fact. The Borrower Each Pledgor authorizes and irrevocably appoints the Bank as the Borrowersuch Pledgor’s true and lawful attorney-in-factfact with full power of substitution to, to do any after an Event of the following without notice to the Borrower or any other person or entity: to Default, take any action and to execute or otherwise authenticate any record or other documentation that the Bank considers necessary or advisable to accomplish the purposes of this PledgeAgreement, to exercise any rights under this Pledge and to perform any of the undersigned’s obligations under this Pledge including but not limited to to, the followingfollowing actions: (a) to endorse endorse, receive, accept and collect all checks, drafts, other payment orders and instruments representing or included in, in the Collateral or representing any payment, dividend or distribution relating to any Collateral or to take any other action to enforce, collect or compromise any of the Collateral; (b) to direct any securities or commodity intermediary or issuer of transfer any Collateral to comply with instructions originated by the Bank directing distribution of the Collateral without the undersigned’s further consent; (c) to transfer to or restyle any Collateral into the name of the Bank or the Bank’s nominee or any broker-dealer that may be an affiliate of the Bank (including converting physical certificates to book-entry holdings)) into the name of Bank or its nominee or any broker-dealer (which may be an affiliate of Bank) and to execute any control agreement covering any Collateral on such Pledgor’s behalf and as attorney-in-fact for such Pledgor in order to perfect Bank’s first priority and continuing security interest in the Collateral and in order to provide Bank with control of the Collateral, and each Pledgor’s signature on this Agreement or other authentication of this Agreement shall constitute an irrevocable direction by such Pledgor to any bank, custodian, broker dealer, any other securities intermediary or commodity intermediary holding any Collateral or any issuer of any letters of credit to comply with any instructions or entitlement orders, of Bank without further consent of such Pledgor; (c) to participate in any recapitalization, reclassification, reorganization, consolidation, redemption, stock split, merger or liquidation of any issuer of securities which constitute Collateral, and in connection therewith Bank may deposit or surrender control of the Collateral, accept money or other property in exchange for the Collateral, and take such action as it deems proper in connection therewith, and any money or property received on account of or in exchange for the Collateral shall be applied to the Secured Obligations or held by Bank thereafter as Collateral pursuant to the provisions hereof; (d) to transfer exercise any right, privilege or option pertaining to the account of the any Collateral, but Bank with any Federal Reserve Bank as Collateral held in book entry form with any Federal Reserve Bankhas no obligation to do so; (e) to execute file any control agreement claims, take any actions or stock powers institute any proceedings which Bank determines to be necessary or other document of transferappropriate to collect or preserve the Collateral or to enforce Bank’s rights with respect to the Collateral; and (f) to execute in the name or otherwise authenticate on behalf of such Pledgor any record reasonably believed necessary or appropriate by the Bank for compliance with laws, rules or regulations applicable to any Collateral, or in connection with exercising Bank’s rights under this Agreement; (g) to file any financing statement relating to this Agreement electronically, and Bank’s transmission of such Pledgor’s signature on and authentication of the financing statement shall constitute such Pledgor’s signature on and authentication of the financing statement (provided the actions described in this clause (g) may be performed both before and after an Event of Default); (h) to make any compromise or settlement it deems desirable or proper with reference to the Collateral; (i) to do and take any and all actions with respect to the Collateral and to perform any of such Pledgor’s obligations under this Agreement; (including i) to close out or otherwise terminate any calls, puts or other options in the account, and (k) to execute any documentation reasonably believed necessary by the Bank for compliance with Rule 144 or any other restrictions, laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted or control securities under the applicable securities laws) and to vote any and all securities or exercise any similar right with respect to any Collateral and the Bank is granted an irrevocable proxy to so vote on the undersigned’s behalf. The Borrower’s signature on this Pledge or other authentication of this Pledge shall constitute an irrevocable direction by the Borrower to any bank, custodian, broker-dealer, any other securities intermediary or commodity intermediary or other financial intermediary holding any Collateral or any issuer of any letters of credit to comply with the instructions or entitlement orders, as applicable of the Bank, without the further consent of the Borrower or any other person or entity. This appointment is foregoing appointments are irrevocable and coupled with an interest and shall survive not be revoked without Bank’s written consent. To the death or disability of the Borrowerextent permitted by law, such Pledgor hereby ratifies all said attorney-in-fact shall lawfully do by virtue hereof.

Bank Appointed Attorney-in-Fact. The Borrower Pledgor authorizes and irrevocably appoints the Bank as the Borrower’s Pledgor's true and lawful attorney-in-fact, fact with full power of substitution in order to do any allow Bank upon an Event of the following without notice to the Borrower or any other person or entity: Default to take any action and to execute or otherwise authenticate any record or other documentation that the Bank considers necessary or advisable to accomplish the purposes of this PledgeAgreement, to exercise any rights under this Pledge and to perform any of the undersigned’s obligations under this Pledge including but not limited to to, the followingfollowing actions: (a) to endorse endorse, receive, accept and collect all checks, drafts, other payment orders and instruments representing or included in, in the Collateral or representing any payment, dividend or distribution relating to any Collateral or to take any other action to enforce, collect or compromise any of the Collateral; (b) to direct any securities or commodity intermediary or issuer of transfer any Collateral to comply with instructions originated by the Bank directing distribution of the Collateral without the undersigned’s further consent; (c) to transfer to or restyle any Collateral into the name of the Bank or the Bank’s nominee or any broker-dealer that may be an affiliate of the Bank (including converting physical certificates to book-entry holdings)) into the name of Bank or its nominee or any broker-dealer (which may be an affiliate of Bank) and to execute any control agreement covering any Collateral on Pledgor's behalf and as attorney-in-fact for Pledgor in order to perfect Bank's first priority and continuing security interest in the Collateral and in order to provide Bank with control of the Collateral, and Pledgor's signature on this Agreement or other authentication of this Agreement shall constitute an irrevocable direction by Pledgor to any bank, custodian, broker dealer, any other securities intermediary or commodity intermediary holding any Collateral or any issuer of any letters of credit to comply with any instructions or entitlement orders, of Bank without further consent of Pledgor; (c) to participate in any recapitalization, reclassification, reorganization, consolidation, redemption, stock split, merger or liquidation of any issuer of securities which constitute Collateral, and in connection therewith Bank may deposit or surrender control of the Collateral, accept money or other property in exchange for the Collateral, and take such action as it deems proper in connection therewith, and any money or property received on account of or in exchange for the Collateral shall be applied to the Indebtedness or held by Bank thereafter as Collateral pursuant to the provisions hereof; (d) to transfer exercise any right, privilege or option pertaining to the account of the any Collateral, but Bank with any Federal Reserve Bank as Collateral held in book entry form with any Federal Reserve Bankhas no obligation to do so; (e) to execute file any control agreement claims, take any actions or stock powers institute any proceedings which Bank determines to be necessary or other document of transferappropriate to collect or preserve the Collateral or to enforce Bank's rights with respect to the Collateral; and (f) to execute in the name or otherwise authenticate on behalf of Pledgor any record reasonably believed necessary or appropriate by the Bank for compliance with laws, rules or regulations applicable to any Collateral, or in connection with exercising Bank's rights under this Agreement; (g) to file any financing statement relating to this Agreement electronically, and Bank's transmission of Pledgor's signature on and authentication of the financing statement shall constitute Pledgor's signature on and authentication of the financing statement; (h) to make any compromise or settlement it deems desirable or proper with reference to the Collateral; (i) to do and take any and all actions with respect to the Collateral and to perform any of Pledgor's obligations under this Agreement; I(j) to close out or otherwise terminate any calls, puts or other options in the account, and (including k) to execute any documentation reasonably believed necessary by the Bank for compliance with Rule 144 or any other restrictions, laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted or control securities under the applicable securities laws) and to vote any and all securities or exercise any similar right with respect to any Collateral and the Bank is granted an irrevocable proxy to so vote on the undersigned’s behalf. The Borrower’s signature on this Pledge or other authentication of this Pledge shall constitute an irrevocable direction by the Borrower to any bank, custodian, broker-dealer, any other securities intermediary or commodity intermediary or other financial intermediary holding any Collateral or any issuer of any letters of credit to comply with the instructions or entitlement orders, as applicable of the Bank, without the further consent of the Borrower or any other person or entity. This appointment is foregoing appointments are irrevocable and coupled with an interest and shall survive the death or disability of Pledgor and shall not be revoked without Bank’s written consent. To the Borrower.extent permitted by law, Pledgor hereby ratifies all said attorney-in-fact shall lawfully do by virtue hereof. Pledge Agreement

Bank Appointed Attorney-in-Fact. The Borrower Pledgor authorizes and irrevocably appoints the Bank as the BorrowerPledgor’s attorney-in-fact, to do any of the following without notice to the Borrower Pledgor or any other person or entity: to take any action and to execute or otherwise authenticate any record or other documentation that the Bank considers necessary or advisable to accomplish the purposes of this Pledge, to exercise any rights under this Pledge and to perform any of the undersigned’s obligations under this Pledge including but not limited to the following: (a) to endorse and collect all checks, drafts, other payment orders and instruments representing or included in, the Collateral or representing any payment, dividend or distribution relating to any Collateral; (b) to direct any securities or commodity intermediary or issuer of any Collateral to comply with instructions originated by the Bank directing distribution of the Collateral without the undersigned’s further consent; (c) to transfer to or restyle any Collateral into the name of the Bank or the Bank’s nominee or any broker-dealer that may be an affiliate of the Bank (including converting physical certificates to booktook-entry holdings); (d) to transfer to the account of the Bank with any Federal Reserve Bank as Collateral held in book entry form with any Federal Reserve Bank; (e) to execute any control agreement or stock powers or other document of transfer; and (f) to execute any record reasonably believed necessary or appropriate by the Bank for compliance with laws, rules or regulations applicable to any Collateral (including any documentation reasonably believed necessary by the Bank for compliance with Rule 144 or any other restrictions, laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted securities under the applicable securities laws) and to vote any and all securities or exercise any similar right with respect to any Collateral and the Bank is granted an irrevocable proxy to so vote on the undersigned’s behalf. The BorrowerPledgor’s signature on this Pledge or other authentication of this Pledge shall constitute an irrevocable direction by the Borrower Pledgor to any bank, custodian, broker-dealer, any other securities intermediary or commodity intermediary or other financial intermediary holding any Collateral or any issuer of any letters of credit to comply with the instructions or entitlement orders, as applicable of the Bank, without the further consent of the Borrower Pledgor or any other person or entity. This appointment is irrevocable Irrevocable and coupled with an interest and shall survive the death or disability of the BorrowerPledgor.

Bank Appointed Attorney-in-Fact. The Borrower authorizes and Guarantor hereby irrevocably appoints the Bank, its nominee, and any other Person whom Bank may designate, as the BorrowerGuarantor’s attorney-in-fact, to do any (a) solely during the existence of the following without notice to the Borrower or any other person or entity: an Event of Default, with full power to take any action and to execute any instrument that such attorney-in-fact may deem necessary or otherwise authenticate advisable to exercise its rights in the Collateral, including, without limitation, to receive, endorse and collect all sums and distributions (whether made in cash, tangible or intangible property of any record kind or other documentation character, or otherwise) due or to become due to Guarantor on account of the Collateral, and (b) with full power, during the existence of any Event of Default (in respect of which Bank has provided Guarantor with notice of its election to exercise the rights and remedies set forth in subsection 7(c) above), to take any action and to execute any instrument that the Bank considers such attorney-in-fact may deem necessary or advisable to accomplish the purposes of this PledgeAgreement, to exercise any rights under this Pledge and to perform any of the undersigned’s obligations under this Pledge including but not limited to the followingincluding, without limitation, to: (ai) to receive, endorse and collect all checksinstruments (or other property, drafts, other payment orders and instruments representing or included in, the Collateral or as applicable) made payable to Guarantor representing any paymentdistribution in respect of the Collateral, dividend or distribution relating any part thereof; (ii) exercise the rights pertaining to any the Collateral; and (biii) sell, transfer, pledge, make any agreement with respect to direct or otherwise deal with any securities or commodity intermediary or issuer of any Collateral to comply with instructions originated by the Bank directing distribution of the Collateral without as fully and completely as though such attorney-in-fact was the undersigned’s further consent; (c) to transfer to or restyle any Collateral into the name of the Bank or the Bank’s nominee or any broker-dealer that may be an affiliate of the Bank (including converting physical certificates to book-entry holdings); (d) to transfer to the account of the Bank with any Federal Reserve Bank as Collateral held in book entry form with any Federal Reserve Bank; (e) to execute any control agreement or stock powers or other document of transfer; and (f) to execute any record reasonably believed necessary or appropriate by the Bank absolute owner thereof for compliance with lawsall purposes, rules or regulations applicable to any Collateral (including any documentation reasonably believed necessary by the Bank for compliance with Rule 144 or any other restrictions, laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted securities under the applicable securities laws) and to vote do, at such attorney-in-fact’s option and Guarantor’s expense, at any time or from time to time, all acts and things that such attorney-in-fact deems necessary to protect, preserve or realize upon the Collateral. Guarantor hereby ratifies and approves all securities or exercise any similar right with respect to any Collateral and the Bank is granted an irrevocable proxy to so vote on the undersigned’s behalf. The Borrower’s signature on this Pledge or other authentication of this Pledge shall constitute an irrevocable direction by the Borrower to any bank, custodian, broker-dealer, any other securities intermediary or commodity intermediary or other financial intermediary holding any Collateral or any issuer acts of any letters of credit such attorney-in-fact made or taken pursuant to comply with the instructions or entitlement orders, as applicable of the Bank, without the further consent of the Borrower or this Section 8 and agrees that neither Bank nor any other person designated as an attorney-in-fact by Bank shall be liable for any acts, omissions, errors of judgment or entitymistakes of fact or law (other than, and only to the extent of, such person’s gross negligence or willful misconduct). This appointment is irrevocable and The foregoing powers of attorney, being coupled with an interest interest, are irrevocable until the Secured Obligations have been satisfied in full (other than contingent obligations not yet due and shall survive the death or disability of the Borrowerowing).

Bank Appointed Attorney-in-Fact. The Borrower authorizes and irrevocably appoints the Bank as the Borrower’s 's attorney-in-fact, to do any of the following without notice to the Borrower or any other person or entity: to take any action and to execute or otherwise authenticate any record or other documentation that the Bank considers necessary or advisable to accomplish the purposes of this Pledge, to exercise any rights under this Pledge and to perform any of the undersigned’s 's obligations under this Pledge including but not limited to the following: (a) to endorse and collect all checks, drafts, other payment orders and instruments representing or included in, the Collateral or representing any payment, dividend or distribution relating to any Collateral; (b) to direct any securities or commodity intermediary or issuer of any Collateral to comply with instructions originated by the Bank directing distribution of the Collateral without the undersigned’s 's further consent; (c) after the occurrence of an Event of Default, to transfer to or restyle any Collateral into the name of the Bank or the Bank’s 's nominee or any broker-dealer that may be an affiliate of the Bank (including converting physical certificates to book-entry holdings); (d) to transfer to the account of the Bank with any Federal Reserve Bank as Collateral held in book entry form with any Federal Reserve Bank; (e) to execute any control agreement or stock powers or other document of transfer; and (f) to execute any record reasonably believed necessary or appropriate by the Bank for compliance with laws, rules or regulations applicable to any Collateral (including any documentation reasonably believed necessary by the Bank for compliance with Rule 144 or any other restrictions, laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted securities under the applicable securities laws) and and, after the occurrence of an Event of Default, to vote any and all securities or exercise any similar right with respect to any Collateral and the Bank is granted an irrevocable proxy to so vote on the undersigned’s 's behalf. The Borrower’s 's signature on this Pledge or other authentication of this Pledge shall constitute an irrevocable direction by the Borrower to any bank, custodian, broker-dealer, any other securities intermediary or commodity intermediary or other financial intermediary holding any Collateral or any issuer of any letters of credit to comply with the instructions or entitlement orders, as applicable of the Bank, without the further consent of the Borrower or any other person or entity. This appointment is irrevocable and coupled with an interest and shall survive the death or disability of the Borrower.