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

Bank Appointed Attorney-in-Fact. Effective upon the occurrence and continuation of an Event of Default or an Unmatured Event of Default, the Company hereby irrevocably appoints and constitutes the Bank the Company's attorney-in-fact, with full power of substitution, to: (a) submit any Pledged Loan and related documents to a purchaser under a Firm Commitment or Standby Commitment; and (b) for the purpose of carrying out the provisions of this Security Agreement, take any action and execute and endorse in the name of the Company, without recourse to the Bank, any instrument or document which the Bank may deem necessary or advisable to accomplish the purpose hereof. This appointment is coupled with an interest. Without limiting the generality of the foregoing, the Bank shall have the right and power to receive, endorse, and collect checks and other orders for the payment of money made payable to the Company representing any payment or reimbursement made under, pursuant to, or with respect to the Collateral or any part thereof and to give full discharge for the same. The authority of the Bank to act pursuant to the foregoing appointment shall lapse if, prior to acceleration of the Secured Obligations, the Company shall have fully cured, to the satisfaction of the Bank, the Event of Default or Unmatured Event of Default. Whether or not an Event of Default or an Unmatured Event of Default shall have occurred or be continuing, the Company hereby authorizes the Bank in its discretion at any time and from time to time to complete, sign or endorse, as necessary, any note, assignment or real estate mortgage or deed of trust which heretofore was, or hereafter at any time may be, executed and delivered in blank by the Company to the Bank, and as further evidence of authorization granted by the Company to the Bank under this Section, the Company shall execute a Power of Attorney substantially in the form of EXHIBIT C attached hereto and made a part hereof by this reference.

Bank Appointed Attorney-in-Fact. Effective Pledgor hereby appoints Lender as its attorney‑in‑fact, with full authority, in the name of Pledgor or otherwise, upon the occurrence and continuation during the continuance of an Event of Default or an Unmatured Event of Default, the Company hereby irrevocably appoints and constitutes the Bank the Company's attorney-in-factfrom time to time in Lender’s sole discretion, with full power of substitution, to: (a) submit any Pledged Loan and related documents to a purchaser under a Firm Commitment or Standby Commitment; and (b) for the purpose of carrying out the provisions of this Security Agreement, take any action and to execute and endorse in the name of the Company, without recourse to the Bank, any instrument or document which the Bank Lender may deem necessary or advisable to accomplish the purpose hereof. This appointment is coupled with an interest. Without limiting the generality purposes of the foregoingthis Pledge Agreement, the Bank shall have the right and power including, without limitation, to receive, endorse, endorse and collect checks and other orders for the payment of money all instruments made payable to the Company Pledgor representing any dividend, interest payment or reimbursement made under, pursuant to, or with other distribution in respect to of the Pledged Collateral or any part thereof and to give full discharge for the same. The authority same and to arrange for the transfer of all or any part of the Bank to act pursuant Pledged Collateral on the books of Borrower to the foregoing name of Lender or Lender’s nominee, to exercise all voting powers pertaining to the Pledged Collateral, and to execute proxies enabling Lender and its representatives to exercise such powers and execute written consents and waivers in connection with the taking of any shareholder action, whether in the name of Pledgor or in the name of Lender; provided, however, that Lender shall have no duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. This appointment shall lapse if, prior be irrevocable and shall continue until the termination of this Pledge Agreement in accordance with Section 15. Lender may exercise any of its rights and execute any of its duties hereunder by or through agents or employees and shall be entitled to acceleration advice of the Secured Obligations, the Company shall have fully cured, counsel concerning all matters pertaining to the satisfaction of the Bank, the Event of Default or Unmatured Event of Default. Whether or not an Event of Default or an Unmatured Event of Default shall have occurred or be continuing, the Company hereby authorizes the Bank in its discretion at any time rights and from time to time to complete, sign or endorse, as necessary, any note, assignment or real estate mortgage or deed of trust which heretofore was, or hereafter at any time may be, executed and delivered in blank by the Company to the Bank, and as further evidence of authorization granted by the Company to the Bank under this Section, the Company shall execute a Power of Attorney substantially in the form of EXHIBIT C attached hereto and made a part hereof by this referenceduties hereunder.

Bank Appointed Attorney-in-Fact. Effective upon the occurrence and continuation of an Event of Default or an Unmatured Event of Default, the Company Pledgor hereby irrevocably appoints and constitutes the Bank the Company's Lender as its attorney-in-fact, with full power authority, in the name of substitutionPledgor or otherwise, to: (a) submit any Pledged Loan upon the occurrence and related documents during the continuance of an Event of Default, from time to a purchaser under a Firm Commitment or Standby Commitment; and (b) for the purpose of carrying out the provisions of this Security Agreementtime in Lender’s sole discretion, to take any action and to execute and endorse in the name of the Company, without recourse to the Bank, any instrument or document which the Bank Lender may deem necessary or advisable to accomplish the purpose hereof. This appointment is coupled with an interest. Without limiting the generality purposes of the foregoingthis Pledge Agreement, the Bank shall have the right and power including, without limitation, to receive, endorse, endorse and collect checks and other orders for the payment of money all instruments made payable to the Company Pledgor representing any dividend, interest payment or reimbursement made under, pursuant to, or with other distribution in respect to of the Pledged Collateral or any part thereof and to give full discharge for the same. The authority same and to arrange for the transfer of all or any part of the Bank to act pursuant Pledged Collateral on the books of United Tote to the foregoing name of Lender or Lender’s nominee, to exercise all voting powers pertaining to the Pledged Collateral, and to execute proxies enabling Lender and its representatives to exercise such powers and execute written consents and waivers in connection with the taking of any shareholder action, whether in the name of Pledgor or in the name of Lender; provided, however, that Lender shall have no duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. This appointment shall lapse if, prior be irrevocable and shall continue until the termination of this Pledge Agreement in accordance with Section 15. Lender may exercise any of its rights and execute any of its duties hereunder by or through agents or employees and shall be entitled to acceleration advice of the Secured Obligations, the Company shall have fully cured, counsel concerning all matters pertaining to the satisfaction of the Bank, the Event of Default or Unmatured Event of Default. Whether or not an Event of Default or an Unmatured Event of Default shall have occurred or be continuing, the Company hereby authorizes the Bank in its discretion at any time rights and from time to time to complete, sign or endorse, as necessary, any note, assignment or real estate mortgage or deed of trust which heretofore was, or hereafter at any time may be, executed and delivered in blank by the Company to the Bank, and as further evidence of authorization granted by the Company to the Bank under this Section, the Company shall execute a Power of Attorney substantially in the form of EXHIBIT C attached hereto and made a part hereof by this referenceduties hereunder.

Bank Appointed Attorney-in-Fact. Effective upon the occurrence and continuation of an Event of Default or an Unmatured Event of Default, the Company (a) Pledgor hereby irrevocably appoints and constitutes the Bank the Company's as its attorney-in-fact, with full power authority in the place and stead of substitutionPledgor and in the name of Pledgor or otherwise, to: (a) submit any Pledged Loan and related documents from time to a purchaser under a Firm Commitment or Standby Commitment; and (b) for the purpose of carrying out the provisions of this Security Agreement, time in Bank's discretion to take any action and to execute and endorse in the name of the Company, without recourse to the Bank, any instrument or document which the Bank may deem necessary or advisable to accomplish the purpose hereof. This appointment is coupled with an interest. Without limiting the generality purposes of the foregoingthis Agreement including, the Bank shall have the right without limitation, to execute and power file financing statements on Pledgor's behalf, to receive, endorse, endorse and collect checks and other orders for the payment of money all instruments made payable to the Company Pledgor representing any payment dividend or reimbursement made under, pursuant to, or with other distribution in respect to of the Pledged Collateral or any part thereof and to give full discharge for the same. The authority of the Bank to act pursuant to the foregoing , which irrevocable appointment shall lapse if, prior to acceleration become and remain effective without further action upon the occurrence of the Secured Obligations, the Company shall have fully cured, to the satisfaction of the Bank, the Event of Default or Unmatured Event of Default. Whether or not an Event of Default and notice to Pledgor. Pledgor agrees to execute and deliver to Bank the Irrevocable Power of Attorney set forth as Exhibit A hereto. (b) Pledgor hereby irrevocably appoints Bank as its attorney-in-fact to do (but Bank shall not be obligated to and shall incur no liability to Pledgor or any third party for failure to do so), at any such time as there has occurred an Unmatured Event of Default shall have occurred or be continuingunder the Credit Agreement, the Company hereby authorizes Mountaingate Note, any interest rate agreement secured hereby, or an event specified in Paragraph 11(a) below, any act which Pledgor is obligated by this Agreement to do, and to exercise all Rights and powers as Pledgor might exercise with respect to the Bank in its discretion at any time Pledged Collateral, including, without limitation, the right to (i) collect by legal proceedings or otherwise and from time to time to complete, sign or endorse, as necessaryand receive all dividends, distributions, interests, payments, proceeds and other sums and property now or hereafter payable on or on account of the Pledged Collateral; (ii) enter into any notePRICE TRUST PLEDGE AGREEMENT extension, assignment reorganization, deposit, merger, reorganization (not including a reorganization pursuant to any filing for protection under applicable bankruptcy laws), consolidation or real estate mortgage or deed of trust which heretofore wasother agreement pertaining to, or hereafter at deposit, surrender, accept, hold or apply other property in exchange for the Pledged Collateral; (iii) insure, process and preserve the Pledged Collateral; (iv) transfer the Pledged Collateral to Bank's own or its nominee's name; (v) make any time may becompromise or settlement, executed and delivered in blank by the Company take any other action it deems advisable with respect to the Bank, and as further evidence of authorization granted by the Company Pledged Collateral to the extent permitted hereunder; and (vi) exercise any and all Rights. Pledgor agrees to reimburse Bank under this Sectionupon demand for any reasonable costs and expenses, including, without limitation, attorneys' fees (including, without limitation, the Company shall execute a Power allocated cost of Attorney substantially in-house counsel), Bank may incur while acting as Pledgor's attorney-in-fact hereunder, all of which costs and expenses are included in the form Obligations secured hereby. It is further agreed and understood between the parties hereto that such care as Bank gives to the safekeeping of EXHIBIT C attached hereto its own property of like kind shall constitute reasonable care of the Pledged Collateral when in Bank's possession; provided, however, that Bank shall not be required to make any presentment, demand or protests, or give any notice and made a part hereof by this referenceneed not take any action to preserve any rights against any prior party or any other person in connection with the Obligations or with respect to the Pledged Collateral.