Common use of Power of Agent to Act on Borrowers’ Behalf Clause in Contracts

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, xxxx of lading or customs documentation relating to any of the Receivables or Inventory, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any CustomerCustomer as provided in Section 9.2 hereof; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence and during the continuance of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Upon and during the continuance of an Event of Default (except to the extent otherwise agreed in any treasury management agreement between any Borrower and Agent), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or CollateralCollateral upon and during the continuance of an Event of Default (except to the extent otherwise agreed in treasury management agreement between any Borrower and Agent); (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, and assignments and verifications of Receivables, upon and during the continuance of an Event of Default; (Ciii) to send verifications of Receivables to any CustomerCustomer (provided, that, so long as no Event of Default has occurred and is continuing, Agent shall only conduct verifications of Receivables over the phone with participation from Borrowers or with Borrowers being present); (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; same upon and (ii) at any time following during the occurrence continuance of a Default or an Event of Default: ; (Av) to demand payment of the ReceivablesReceivables upon and during the continuance of an Event of Default; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwiseotherwise upon and during the continuance of an Event of Default; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other CollateralCollateral upon and during the continuance of an Event of Default; (Dviii) to settle, adjust, compromise, extend or renew the ReceivablesReceivables upon and during the continuance of an Event of Default; (Eix) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesReceivables upon and during the continuance of an Event of Default; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any CustomerCustomer upon and during the continuance of an Event of Default; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesReceivables upon and during the continuance of an Event of Default; (xii) to receive, open and dispose of all mail addressed to any Borrower to the extent such actions are taken in connection with operation and administration of Borrowers’ lockboxes or otherwise in connection with treasury management services; and (Hxiii) upon and during the continuance of an Event of Default, to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously constituting willful misconduct or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuation of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, Receivables and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: ; (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Borrower; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. At any time following the occurrence and during the continuance of a Default or Event of Default, and otherwise (whether or not a Default or Event of Default exists) in connection with the performance by the Agent of ordinary cash management and other services associated with lockboxes and Blocked Accounts, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral, except that the Agent may make such endorsements in performing ordinary cash management and other services associated with lockboxes and Blocked Accounts whether or not a Default or Event of Default exists; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) whether or not a Default or Event of Default exists, to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (iA) at any time: time (Ai) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, xxxx of lading or customs documentation relating to any of the Receivables or Inventory, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; same and (iiiii) to do all other acts and things necessary to carry out the foregoing; (B) at any time following the occurrence of a Default or an Event of Default: Default and so long as it is continuing (Ai) to demand payment of the Receivables; (Bii) to enforce payment of the Receivables by legal proceedings or otherwise; (Ciii) to sign Borrower’s name on any invoice or bxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iv) to send verifications of Receivables to any Customer; (v) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dvi) to settle, adjust, compromise, extend or renew the Receivables; (Evii) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fviii) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gix) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hx) to do all other acts and things necessary to carry out this Agreementthe foregoing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or Borrower or any Borrower of its Subsidiaries any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and Borrower and each Borrower of its Subsidiaries hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Upon an Event of Default except with respect to the following subparagraph (iii) (which power the Agent may exercise at any time), Borrower and each of its Subsidiaries hereby constitutes constitute Agent or Agent’s designee as such Borrower’s and each of its Subsidiaries’ attorney with power (i) at any time: (A) to endorse such Borrower’s and each of its Subsidiaries’ name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s and each of its Subsidiaries’ name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s and each of its Subsidiaries’ name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s and each of its Subsidiaries’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s and each of its Subsidiaries’ name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s and each of its Subsidiaries’ name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to Borrower or any Borrower of its Subsidiaries to such address as Agent may designate and to receive, open and dispose of all mail addressed to Borrower or any Borrowerof its Subsidiaries.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (iA) at any time: time (Ai) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (iiB) at any time following the occurrence of a an Even of Default or Event of Default: (A) ; to demand payment of the Receivables; (Bii) to enforce payment of the Receivables by legal proceedings or otherwise; (Ciii) to exercise all of such Borrower’s Borrowers’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (Div) to settle, adjust, compromise, extend or renew the Receivables; (Ev) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fvi) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gvii) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hviii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Upon the occurrence and during the continuance of an Event of Default, each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things reasonably necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously maliciously, with willful misconduct or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Subject to the rights of -------------------------------------------- Factor under the Factoring Agreement, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's security interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable during the Term and thereafter while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Upon the occurrence and during the continuation of a Default or Event of Default or as otherwise provided in a lockbox agreement between Agent and any Borrower, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of lawlaw (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO AN ACT OR INACTION ARISING FROM AGENT’S NEGLIGENCE OR STRICT LIABILITY), unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Borrower; and (ii) at any time following the occurrence and during the continuation of a Default or Event of Default: ; (AF) to demand payment of the Receivables; (BG) to enforce payment of the Receivables by legal proceedings or otherwise; (CH) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (DI) to settle, adjust, compromise, extend or renew the Receivables; (EJ) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (FK) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (GL) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (HM) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuation of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any timetime unless otherwise specified: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) after the occurrence and during the continuance of an Event of Default, to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Borrower; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Each Borrower hereby constitutes Agent shall have the right or Agent’s designee as such Borrower’s attorney with power at any time following the occurrence of an Event of Default or Default, and acceleration of the Obligations to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrowerdesignate.

Power of Agent to Act on Borrowers’ Behalf. Subject to all mandatory provisions of law, including without limitation the Gaming Laws, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, Assigned Leases and other Collateral and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, xxxx of lading or customs documentation relating to any of the Receivables or Inventory, drafts against CustomersLessees, assignments and verifications of ReceivablesAssigned Leases and other Collateral; (Ciii) to send verifications of Receivables Assigned Leases and other Collateral to any CustomerLessee; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Assigned Leases and other Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivablesamounts due and owing under Assigned Leases and other Collateral; (Bvi) to enforce payment of the Receivables amounts due and owing under Assigned Leases and other Collateral by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s Borrowers' rights and remedies with respect to the collection of the Receivables amounts due and any owing under Assigned Leases and other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the ReceivablesAssigned Leases and other Collateral; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file amounts due and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file owing under Assigned Leases and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.Collateral;

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (iiv) at any time following the occurrence of a Default or an Event of Default: (A) Default which is continuing, to demand payment of the Receivables; (Bvi) following an Event of Default which is continuing, to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) following an Event of Default which is continuing, to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) following an Event of Default which is continuing, to settle, adjust, compromise, extend or renew the Receivables; (Eix) following an Event of Default which is continuing, to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) following an Event of Default which is continuing, to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) following an Event of Default which is continuing, to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) following an Event of Default which is continuing, such other obligations as Borrowers may be required to do all other acts and things necessary fulfill under this Agreement but have failed to carry out this Agreementfulfill. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. During the existence of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each During the existence of an Event of Default Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with 38 respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement, provided that Agent shall only exercise the rights described in clauses (vi) through (ix) inclusive during the existence of a Default or Event of Default. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following during the occurrence existence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsedendorsed to the extent permitted by law. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (iA) at any time: time (Ai) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file samesame and (v) to do all other acts and things necessary to carry out this Agreement other than as provided for in subclause (B) below; and (iiB) at any time following the occurrence and during the continuance of a Default or an Event of Default: (Ai) to demand payment of the Receivables; (Bii) to enforce payment of the Receivables by legal proceedings or otherwise; (Ciii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Div) to settle, adjust, compromise, extend or renew the Receivables; (Ev) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fvi) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; and (Gvii) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrowerdesignate.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or CollateralReceivables; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; and (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence and during the continuance of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; (IT) to receive, open and dispose of all mail addressed to any Borrower; (HI) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign assign, and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables, in each case, upon and during the continuance of an Event of Default; (Ciii) to send verifications of Receivables to any Customer; (Div) to authorize the filing of financing statements and to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the ReceivablesReceivables upon and during the continuance of an Event of Default; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwiseotherwise upon and during the continuance of an Event of Default; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other CollateralCollateral upon and during the continuance of an Event of Default; (Dviii) to settle, adjust, compromise, extend or renew the ReceivablesReceivables upon and during the continuance of an Event of Default; (Eix) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesReceivables upon and during the continuance of an Event of Default; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any CustomerCustomer upon and during the continuance of an Event of Default; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesReceivables upon and during the continuance of an Event of Default; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of lawlaw (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY ACT OR INACTION ARISING FROM AGENT’S OR LENDER’S NEGLIGENCE OR STRICT LIABILITY), unless done maliciously by willful misconduct or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) after the occurrence of an Event of Default, to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (iiv) at any time following after the occurrence of a Default or an Event of Default: (A) , to demand payment of the Receivables; (Bvi) after the occurrence of an Event of Default, to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) after the occurrence of an Event of Default, to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) after the occurrence of an Event of Default, to settle, adjust, compromise, extend or renew the Receivables; (Eix) after the occurrence of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) after the occurrence of an Event of Default, to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) after the occurrence of an Event of Default, to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things not expressly set forth above that are necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. At any time following the occurrence and during the continuance of a Default or Event of Default, and otherwise (whether or not a Default or Event of Default exists) in connection with the performance by the Agent of ordinary cash management and other services associated with lockboxes and Blocked Accounts, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral, except that the Agent may make such endorsements in performing ordinary cash management and other services associated with lockboxes and Blocked Accounts whether or not a Default or Event of Default exists; (Bii) to sign such Borrower’s name on any invoice, xxxx invoice or bill of lading or customs documentation xxxxng relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) whether or not a Default or Event of Default exists, to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (which power will not increase Agent’s rights with respect to dominion over Borrowers’ cash prior to the occurrence of Cash Dominion Triggering Event that has not been suspended in accordance with Section 6.11) (i) at any time: time (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or CollateralCollateral and to do all other acts and things necessary to carry out this Agreement; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; and (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following after the occurrence of a Default or an Event of Default: , (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; and (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right right, at any time following after the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Upon the occurrence and during the continuation of a Default or Event of Default or as otherwise provided in a lockbox agreement between Agent and any Borrower, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, xxxx invoice or Amended & Restated Credit Agreement bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of lawlaw (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO AN ACT OR INACTION ARISING FROM AGENT’S NEGLIGENCE OR STRICT LIABILITY), unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Subject to the terms of the Intercreditor Agreement, Agent shall have the right right, at any time following the occurrence and during the continuance of a Default, to receive, endorse, assign and/or deliver in the name of Agent or any Borrower Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower such Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower Loan Party hereby constitutes appoints Agent or Agent’s designee as such BorrowerLoan Party’s attorney with power power, at any time following the occurrence and during the continuance of a Default, subject to the terms of the Intercreditor Agreement, (i) at any time: (A) to endorse such BorrowerLoan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such BorrowerLoan Party’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such BorrowerLoan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such BorrowerLoan Party’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such BorrowerLoan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such BorrowerLoan Party’s name on any notice of LienXxxx, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor or for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Intercreditor Agreement, Agent shall have the right right, at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any BorrowerLoan Party.

Power of Agent to Act on Borrowers’ Behalf. Subject to the terms of the Intercreditor Agreement, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, xxxx invoice or bill of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against CustomersCuxxxxers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s Borrowers' rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or for Collateral; (Bii) to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or Inventoryof such Borrower, drafts against Customers, assignments and verifications of ReceivablesReceivables of such Borrower; (Ciii) to send verifications of Receivables of such Borrower to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed reasonably necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (iiv) at any time following upon the occurrence and during the continuance of a an Event of Default or Event of a Default: (A) , to demand payment of the ReceivablesReceivables of such Borrower; (Bvi) upon the occurrence and during the continuance of an Event of Default or a Default, to enforce payment of the Receivables of such Borrower by legal proceedings or otherwise; (Cvii) upon the occurrence and during the continuance of an Event of Default, to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final nonBLU-69367_7/ZRM1343/PNC008-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.129635 012000/11:12 38

Power of Agent to Act on Borrowers’ Behalf. Subject to the Intercreditor Agreement, following the occurrence and during the continuance of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any timetime to send verifications of Receivables to any Customer; and (ii) at any time following the occurrence and during the continuance of an Event of Default: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customerreserved; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (iiE) at to receive, open and dispose of all mail addressed to any time following the occurrence of a Default or Event of Default: Borrower; (AF) to demand payment of the Receivables; (BG) to enforce payment of the Receivables by legal proceedings or otherwise; (CH) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (DI) to settle, adjust, compromise, extend or renew the Receivables; (EJ) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (FK) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (GL) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (HM) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement; provided that, except with respect to the foregoing sub-clause (iv), Agent may only exercise such power of attorney following the occurrence and during the continuance of an Event of Default. All such acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously willfully or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)) or beyond the scope of the authority granted hereby; this power being coupled with an interest is irrevocable while any of until the Secured Obligations remain unpaidare paid in full. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. At any time following the occurrence of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Specified Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each In connection therewith, Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateralin respect of the Specified Receivables; (Bii) to sign such Borrower’s name on any invoice, xxxx of lading or customs documentation relating to any of the Receivables or Inventory, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral Specified Receivables and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Aiii) to demand payment of the Specified Receivables; (Biv) to enforce payment of the Specified Receivables by legal proceedings or otherwise; (Cv) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other CollateralSpecified Receivables; (Dvi) to settle, adjust, compromise, extend or renew the Specified Receivables; (Evii) to settle, adjust or compromise any legal proceedings brought to collect the Specified Receivables; (Fviii) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Specified Receivables; and (Hix) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables in connection with the collection of such Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power power, at any time following the occurrence and during the continuance of an Event of Default, (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Borrower; and (ii) at any time following the occurrence and during the continuance of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to change the address for delivery of mail addressed to any Borrower; and (I) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have ------------------------------------------ the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s Borrowers' rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower. Notwithstanding anything in this Section 4.15(f) to the contrary, provided that no Default or Event of Default shall have occurred and neither Agent nor any Lender has a good faith belief that such action must be taken immediately, Agent shall give Borrowers five (5) days notice (together with copies of all relevant documents) prior to taking any of the actions referred to in items (v), (vi), (viii) or (ix) above.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Subject to the rights of Factor under the Factoring Agreement, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A1) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B2) to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C3) to send verifications of Receivables to any Customer; (D4) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's security interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (A5) to demand payment of the Receivables; (B6) to enforce payment of the Receivables by legal proceedings or otherwise; (C7) to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) 8) to settle, adjust, compromise, extend or renew the Receivables; (E9) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F10) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (G11) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H12) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.not

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Upon the occurrence and during the continuance of an Event of Default, each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things reasonably necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously maliciously, with willful misconduct or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. After the occurrence and during the continuance of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power power, after the occurrence and during the continuance of an Event of Default, (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file the same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement; provided, however, that Agent shall only exercise the rights described in clauses (vi) through (ix), inclusive, upon the occurrence and during the continuance of an Event of Default. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Borrower; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, Default to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Without limiting Agent’s or Lenders’ rights under the Uniform Commercial Code, each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement; provided that Agent may only use the attorney-in-fact powers granted under this Section with respect to acts listed in (v), (vi), (vii), (viii), and (ix) after an Event of Default or Default has occurred. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications verifications/confirmations of Receivables; (C) to send verifications verifications/confirmations of Receivables to any Customer; and (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence and during the continuance of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; (H) to receive, open and dispose of all mail addressed to any Borrower; and (HI) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default under any of Sections 10.1, 10.5, 10.7 or Default, 10.8 to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, xxxx invoice or bill of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against CustomersCuxxxxers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any CustomerCustomer (provided, that Agent shall use its best efforts to notify Borrowers of such verifications simultaneously with or within a reasonable amount of time following such verifications); (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (iiv) at any time following the occurrence and during the continuation of a Default or an Event of Default: (A) , to demand payment of the Receivables; (Bvi) following the occurrence and during the continuation of an Event of Default, to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) following the occurrence and during the continuation of an Event of Default, to exercise all of such Borrower’s Borrowers’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) following the occurrence and during the continuation of an Event of Default, to settle, adjust, compromise, extend or renew the Receivables; (Eix) following the occurrence and during the continuation of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) following the occurrence and during the continuation of an Event of Default, to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) following the occurrence and during the continuation of an Event of Default, to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Besides possessing the right to establish Blocked Accounts as described below, following the occurrence and during the continuation of an Event of Default, Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. At any time following the occurrence of an Event of Default and during the continuance of such Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney at any time following the occurrence of an Event of Default and during the continuance of such Event of Default, with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s Borrowers’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or and during the continuance of such Event of Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any such Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the ------------------------------------------ right to receive, endorse, assign and/or deliver in the name of Agent Agent, or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s its respective attorney with power (iA) at any time: time following the occurrence and during the continuance of an Event of Default hereunder (Ai) to endorse such Borrower’s its name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s its name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, Customers or assignments and verifications of Receivables; (Ciii) to demand payment of the Receivables; (iv) to enforce payment of the Receivables by legal proceedings or otherwise; (v) to exercise all of its rights and remedies with respect to the collection of the Receivables and any other Collateral; (vi) to settle, adjust, compromise, extend or renew the Receivables; (vii) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (viii) to prepare, file and sign its name on a proof of claim in bankruptcy or similar document against any Customer; (ix) to prepare, file and sign its name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (B) at any time (i) to send verifications of Receivables to any Customer; (Dii) to sign such Borrower’s its name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hiii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrowerdesignate.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Subject to the Intercreditor Agreement, following the occurrence and during the continuance of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any timetime to send verifications of Receivables to any Customer; and (ii) at any time following the occurrence and during the continuance of an Event of Default: (A) to endorse such Borrower’s name upon any notes, ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customerreserved; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (iiE) at to receive, open and dispose of all mail addressed to any time following the occurrence of a Default or Event of Default: Borrower; (AF) to demand payment of the Receivables; (BG) to enforce payment of the Receivables by legal proceedings or otherwise; (CH) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (DI) to settle, adjust, compromise, extend or renew the Receivables; (EJ) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (FK) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (GL) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (HM) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (iA) at any time: time (Ai) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, xxxx of lading or customs documentation relating to any of the Receivables or Inventory, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; same and (iiiii) to do all other acts and things necessary to carry out the foregoing; (B) at any time following the occurrence of a Default or an Event of Default: Default and so long as it is continuing (Ai) to demand payment of the Receivables; (Bii) to enforce payment of the Receivables by legal proceedings or otherwise; (Ciii) to sign Borrower’s name on any invoice or xxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iv) to send verifications of Receivables to any Customer; (v) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dvi) to settle, adjust, compromise, extend or renew the Receivables; (Evii) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fviii) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gix) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hx) to do all other acts and things necessary to carry out this Agreementthe foregoing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or CollateralReceivables; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; and (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence and during the continuance of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to receive, open and dispose of all mail addressed to any Borrower; (I) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have ------------------------------------------ the right to receive, endorse, assign and/or deliver in the name of Agent Agent, or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s its respective attorney with power (iA) at any time: time following the occurrence and during the continuance of an Event of Default hereunder (Ai) to endorse such Borrower’s its name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s its name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, Customers or assignments and verifications of Receivables; (Ciii) to demand payment of the Receivables; (iv) to enforce payment of the Receivables by legal proceedings or otherwise; (v) to exercise all of its rights and remedies with respect to the collection of the Receivables and any other Collateral; (vi) to settle, adjust, compromise, extend or renew the Receivables; (vii) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (viii) to prepare, file and sign its name on a proof of claim in bankruptcy or similar document against any Customer; (ix) to prepare, file and sign its name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (B) at any time (i) to send verifications of Receivables to any Customer; (Dii) to sign such Borrower’s its name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hiii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrowerdesignate.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) upon the occurrence and during the continuation of an Event of Default, to sign such Borrower’s name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, or assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (iiv) at any time following upon the occurrence and during the continuation of a Default or an Event of Default: (A) , to demand payment of the Receivables; (Bvi) upon the occurrence and during the continuation of an Event of Default, to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) upon the occurrence and during the continuation of an Event of Default, to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) upon the occurrence and during the continuation of an Event of Default, to settle, adjust, compromise, extend or renew the Receivables; (Eix) upon the occurrence and during the continuation of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) upon the occurrence and during the continuation of an Event of Default, to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) upon the occurrence and during the continuation of an Event of Default, to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right right, at any time that a Default and/or Event of Default has occurred and is continuing, to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) to, at any time: (A) to time that a Default and/or Event of Default has occurred and is continuing, endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to to, at any time that a Default and/or Event of Default has occurred and is continuing, sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (iiv) to, at any time following the occurrence of that a Default or and/or Event of Default: (A) to Default has occurred and is continuing, demand payment of the Receivables; (Bvi) to to, at any time that a Default and/or Event of Default has occurred and is continuing, enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to to, at any time that a Default and/or Event of Default has occurred and is continuing, exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to to, at any time that a Default and/or Event of Default has occurred and is continuing, settle, adjust, compromise, extend or renew the Receivables; (Eix) to to, at any time that a Default and/or Event of Default has occurred and is continuing, settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to to, at any time that a Default and/or Event of Default has occurred and is continuing, prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to to, at any time that a Default and/or Event of Default has occurred and is continuing, prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive and open all mail addressed to any Borrower in connection with the administration of any lockbox or similar services; and (ii) at any time following the occurrence and during the continuance of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Upon the occurrence and during the continuance of an Event of Default or Material Adverse Effect, Agent (or the Collateral Trustee in accordance with the Intercreditor Agreement, with respect to the “Collateral Trust Priority Collateral” (as defined in the Intercreditor Agreement) with respect to the “Collateral Trust Priority Collateral” (as defined in the Intercreditor Agreement)) shall have the right to receive, endorse, assign and/or deliver in the name of Agent (or any the Collateral Trustee in accordance with the Intercreditor Agreement, with respect to the “Collateral Trust Priority Collateral” (as defined in the Intercreditor Agreement)) or Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise (subject to the terms and conditions of the Intercreditor Agreement) all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement (subject to the terms and conditions of the Intercreditor Agreement). All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Upon the occurrence and during the continuance of an Event of Default, Material Adverse Effect or at such other time as Agent in its Permitted Discretion determines is necessary or appropriate, Agent (or the Collateral Trustee in accordance with the Intercreditor Agreement, with respect to the “Collateral Trust Priority Collateral” (as defined in the Intercreditor Agreement)) shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent (or the Collateral Trustee in accordance with the Intercreditor Agreement, with respect to the “Collateral Trust Priority Collateral” (as defined in the Intercreditor Agreement)) may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or Borrower or any Borrower of its Subsidiaries any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and Borrower and each Borrower of its Subsidiaries hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Upon an Event of Default except with respect to the following subparagraph (iii) (which power the Agent may exercise at any time), Borrower and each of Guarantor hereby constitutes constitute Agent or Agent’s designee as such Borrower’s and each of its Guarantor’s attorney with power (i) at any time: (A) to endorse such Borrower’s and each Guarantor’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s and each Guarantor’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s and each of Guarantor’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s and each Guarantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s and each Guarantor’s name on a proof of claim in bankruptcy or similar document against any CustomerCustomer with respect to the collection of the Collateral; (Gxi) to prepare, file and sign such Borrower’s and each Guarantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to Borrower or any Borrower of its Subsidiaries to such address as Agent may designate and to receive, open and dispose of all mail addressed to Borrower or any Borrowerof its Subsidiaries.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the ------------------------------------------ right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (iiv) to demand payment of the Receivables at any time following the occurrence of a Default or an Event of Default: (A) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwiseotherwise at any time following the occurrence of an Event of Default; (Cvii) to exercise all of such Borrower’s Borrowers' rights and remedies with respect to the collection of the Receivables and any other CollateralCollateral at any time following the occurrence of an Event of Default; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesReceivables at any time following the occurrence of an Event of Default; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right right, at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have ------------------------------------------ the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s Borrowers' rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. It is expressly understood that Agent will not exercise the aforesaid rights enumerated in clauses (v), (vi), (viii), (ix) and (x) of this Section 4.15(f), unless there shall have occurred a Default or an Event of Default. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee in accordance with the foregoing are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously willfully or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following upon the occurrence and during the continuance of a Default or an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right right, at any time after the occurrence and during the continuance of a Default or an Event of Default, to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power at any time after the occurrence and during the continuance of an Event of Default or Default (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Aiv) to demand payment of the Receivables; (Bv) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvi) to exercise all of such Borrower’s Borrowers' rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dvii) to settle, adjust, compromise, extend or renew the Receivables; (Eviii) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fix) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gx) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxi) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)or willful misconduct; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or DefaultDefault which is continuing, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Upon the occurrence and during the continuation of a default or any Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any timetime upon the occurrence and during the continuation of a default or any Event of Default: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive and open all mail addressed to any Borrower in connection with the administration of any lockbox or similar services; and (ii) at any time following the occurrence and during the continuance of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. In connection with the administration of a lockbox or Blocked Account designated for deposit of remittances of payments of Receivables, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) after an Event of Default has occurred and is continuing, to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (iiv) at any time following the occurrence of a Default or after an Event of Default: (A) Default has occurred and is continuing, to demand payment of the Receivables; (Bvi) after an Event of Default has occurred and is continuing, to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) after an Event of Default has occurred and is continuing, to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) after an Event of Default has occurred and is continuing, to settle, adjust, compromise, extend or renew the Receivables; (Eix) after an Event of Default has occurred and is continuing, to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) after an Event of Default has occurred and is continuing, to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) after an Event of Default has occurred and is continuing to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) after an Event of Default has occurred and is continuing to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power upon the occurrence and during the continuance of an Event of Default, (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of lawof, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, Receivables and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: ; (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (E) to receive, open and dispose of all mail addressed to any Borrower; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and 109 approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Upon the occurrence of an Event of Default and provided Agent elects to exercise its remedies hereunder, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Upon the occurrence of an Event of Default and provided Agent elects to exercise its remedies hereunder, Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s Borrowers’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any such Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: time (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against CustomersBuyers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any CustomerBuyer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: Default (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any CustomerBuyer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any CustomerCustomer as provided in Section 9.2 hereof; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence and during the continuance of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the 074658.01845/123458281v.1 continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each If an Event of Default has occurred and provided Agent elects to exercise its remedies under this Agreement, Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.;

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby irrevocably constitutes Agent or Agent’s designee as such Borrower’s attorney with power and coupled with an interest (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any CustomerCustomer based on procedures acceptable to Agent and Borrowing Agent; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed by Agent in its good faith business judgment as reasonably necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (iiv) at any time following upon the occurrence and during the continuation of a Default or an Event of Default: (A) , to demand payment of the Receivables; (Bvi) at any time upon the occurrence and during the continuation of an Event of Default, to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) at any time upon the occurrence and during the continuation of an Event of Default, to exercise all of such Borrower’s Borrowers’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) at any time upon the occurrence and during the continuation of an Event of Default to settle, adjust, compromise, extend or renew the Receivables; (Eix) at any time upon the occurrence and during the continuation of an Event of Default to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) at any time upon the occurrence and during the continuation of an Event of Default or otherwise if Borrower has not filed, to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) at any time upon the occurrence and during the continuation of an Event of Default, to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said Said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)or resulting from willful misconduct; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following upon the occurrence and during the continuation of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. At any time following the occurrence and during the continuation of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesReceivables or any other Collateral; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; (xii) to file any other claims or take any other action or institute any other proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Borrower or otherwise to enforce the rights of Agent with respect to any of the Collateral; (xiii) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Borrower obligated to such Borrower in respect of any Receivable of such Borrower; (xiv) to assert or retain any rights under any license agreement for any of the Collateral, including any rights of any Borrower arising under Section 365(n) of the Bankruptcy Code; (xv) to execute any and all applications, documents, papers and instruments for Agent to use the Collateral, to grant or issue any exclusive or non-exclusive license with respect to any Collateral, and to assign, convey or otherwise transfer title in or dispose of the Collateral; (xvi) to modify, amend or supplement the schedules to the Intellectual Property Security Agreement and to re-execute the Intellectual Property Security Agreement from time to time as its attorney-in-fact on each Borrower’s behalf without first obtaining any Borrower’s approval of or signature to include any future Intellectual Property which are or become Collateral, to include a reference to any right, title or interest in any existing Collateral, or to delete any reference to any right, title or interest in any Collateral in which such Borrower no longer has or claims any right, title or interest and to cause such re-executed Intellectual Property Security Agreement or such modified, amended or supplemented schedules thereto to be filed with the United States Patent and Trademark Office or United States Copyright Office; (xvii) to endorse such Borrower’s name on all applications, documents, papers and instruments necessary for Agent or any Lender to use any of the Collateral; and (Hxviii) to do all other acts and things necessary to carry out this AgreementAgreement and the Other Documents. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously resulting from the willful misconduct or with gross (not mere) negligence of such attorney or designee (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement; provided that Agent will not exercise the rights set forth in sub-clauses (i), (ii), (v), (vi), (vii), (vii), (ix), (x), (xi) and (xii) until after the occurrence and during the continuance of an Event of Default. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power following the occurrence and continuance of a Default or Event of Default, (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and continuance of an a Default or Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower or any Credit Party, as applicable, any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower and each Credit Party, as applicable, hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower and each Credit Party, as applicable, hereby constitutes Agent or Agent’s designee as such Borrower’s or such Credit Party’s, as applicable, attorney with power (i) at any time: (A) to endorse such Borrower’s or such Credit Party’s, as applicable, name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s or such Credit Party’s, as applicable, name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s or such Credit Party’s, as applicable, name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s or such Credit Party’s, as applicable, rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s or such Credit Party’s, as applicable, name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s or such Credit Party’s, as applicable, name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement; provided, however, such power shall not be exercised with respect to clauses (i), (ii) and (v) through (xii) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously with willful misconduct or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations of the applicable Borrower or Credit Party, as applicable, remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower or any Credit Party, as applicable, to such address as Agent may designate and to receive, open and dispose of all mail addressed to any BorrowerBorrower or any Credit Party, as applicable.

Power of Agent to Act on Borrowers’ Behalf. At any time following the occurrence and during the continuation of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesReceivables or any other Collateral; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; (xii) to file any other claims or take any other action or institute any other proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Borrower or otherwise to enforce the rights of Agent with respect to any of the Collateral; (xiii) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Borrower obligated to such Borrower in respect of any Receivable of such Borrower; (xiv) to assert or retain any rights under any license agreement for any of the Collateral, including any rights of any Borrower arising under Section 365(n) of the Bankruptcy Code; (xv) to execute any and all applications, documents, papers and instruments for Agent to use the Collateral, to grant or issue any exclusive or non-exclusive license with respect to any Collateral, and to assign, convey or otherwise transfer title in or dispose of the Collateral; (xvi) to modify, amend or supplement the schedules to the Intellectual Property Security Agreement and to re-execute the Intellectual Property Security Agreement from time to time as its attorney-in-fact on each Borrower’s behalf without first obtaining any Borrower’s approval of or signature to include any future Intellectual Property which are or become Collateral, to include a reference to any right, title or interest in any existing Collateral, or to delete any reference to any right, title or interest in any Collateral in which such Borrower no longer has or claims any right, title or interest and to cause such re-executed Intellectual Property Security Agreement or such modified, amended or supplemented schedules thereto to be filed with the United States Patent and Trademark Office or United States Copyright Office; (xvii) to endorse such Borrower’s name on all applications, documents, papers and instruments necessary for Agent or any Lender to use any of the Collateral; and (Hxviii) to do all other acts and things necessary to carry out this AgreementAgreement and the Other Documents. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously resulting from the willful misconduct or with gross (not mere) negligence of such attorney or designee (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (iiv) at any time following upon the occurrence and during the continuance of a Default or an Event of Default: (A) Default or at such other times as Agent, in its discretion determines is necessary or appropriate, to demand payment of the Receivables; (Bvi) upon the occurrence and during the continuance of a Default or an Event of Default or at such other times as Agent, in its discretion determines is necessary or appropriate, to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) upon the occurrence and during the continuance of a Default or an Event of Default or at such other times as Agent, in its discretion determines is necessary or appropriate, to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) upon the occurrence and during the continuance of a Default or an Event of Default or at such other times as Agent, in its discretion determines is necessary or appropriate, to settle, adjust, compromise, extend or renew the Receivables; (Eix) upon the occurrence and during the continuance of a Default or an Event of Default or at such other times as Agent, in its discretion determines is necessary or appropriate, to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) upon the occurrence and during the continuance of a Default or an Event of Default or at such other times as Agent, in its discretion determines is necessary or appropriate, to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of lawlaw (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO AN ACT OR INACTION FROM AGENT’S OR LENDERS’ NEGLIGENCE OR STRICT LIABILITY), unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; (H) to accept the return of goods represented by any of the Receivables without notice to or consent by any Borrower, without discharging or in any way affecting any Borrowers’ liability hereunder and (HI) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following after the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Subject to the terms of the Intercreditor Agreement, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s Borrowers' rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each At any time following the occurrence and during the continuance of an Event of Default or Default, Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any timepower: (Aa) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bb) to sign such Borrower’s 's name on any invoice, xxxx invoice or bill of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against CustomersDebxxxx, assignments and verifications of Receivables; (Cc) to send verifications of Receivables to any CustomerDebtor; (Dd) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Ae) to demand payment of the Receivables; (Bf) to enforce payment of the Receivables by legal proceedings or otherwise; (Cg) to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dh) to settle, adjust, compromise, extend or renew the Receivables; (Ei) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fj) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy Bankruptcy or similar document against any CustomerDebtor; (Gk) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hl) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done willfully maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any following the occurrence and during the continuance of the Obligations remain unpaidan Event of Default or Default. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) following the occurrence and during the continuance of an Event of Default (a) to sign Borrower's name on any invoice or xxxx of lading relating to any of the Receivables; (b) to demand payment of the Receivables; (c) to enforce payment of the Receivables by legal proceedings or otherwise; (d) to exercise all of Borrower's rights and remedies with respect to the collection of the Receivables and any other Collateral; (e) to settle, adjust, compromise, extend or renew the Receivables; (f) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (g) to prepare, file and sign Borrower's name on a proof of claim in bankruptcy or similar document against any Customer; (h) to prepare, file and sign Borrower's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables and (ii) at any time: other time (Aa) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, xxxx of lading or customs documentation relating to any of the Receivables or Inventory, drafts against Customers, assignments and verifications of Receivables; (Cb) to send verifications of Receivables to any Customer; (Dc) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hd) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Any time after an Event of Default has occurred and is continuing, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed; provided however, endorsements and negotiation of items by Agent in the ordinary course of managing Borrowers’ lockbox account is permitted at any time. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall act on any such power set forth herein only upon the occurrence and during the continuance of an Event of Default. Agent shall have the right at any time following the occurrence of after an Event of Default or Defaulthas occurred and is continuing, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. At any time during the continuance of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each At any time during the continuance of an Event of Default (or at any time in the case of subclause (iv)), Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, xxxx invoice or bill of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against agaixxx Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any CustomerCustomer (and Agent shall endeavor to promptly provide a copy of any such verification to Borrower, provided that Agent shall have no liability to Borrower for, and no default shall occur under this Agreement as a result of Agent's, failure to provide such copies to Borrower); (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following during the occurrence continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power power, following the occurrence and during the continuance of an Event of Default, (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, xxxx invoice or bill of lading or customs documentation relating rxxxxing to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) without limiting the generality of Section 9.2 hereof, to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s ' rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things reasonably necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; (H) to accept the return of goods represented by any of the Receivables without notice to or consent by Borrower, without discharging or in any way affecting Borrower’s liability hereunder and (HI) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following after the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, xxxx invoice or bill of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against CustomersCuxxxxers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the ReceivablesReceivables upon notice to the Borrower; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwiseotherwise upon notice to the Borrower; (Cvii) to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other CollateralCollateral upon notice to the Borrower; (Dviii) to settle, adjust, compromise, extend or renew the ReceivablesReceivables upon notice to the Borrower; (Eix) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesReceivables upon notice to the Borrower; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any CustomerCustomer upon notice to the Borrower; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Upon the occurrence of a Default and/or an Event of Default, Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, xxxx invoice or bill of lading or customs documentation relating to any of anx xx the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent ------------------------------------------ shall have the right to receive, endorse, assign and/or deliver in the name of Agent Agent, or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, Receivables and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s its respective attorney with power (iA) at any timetime following the occurrence and during the continuance of an Event of Default hereunder: (Ai) to endorse such Borrower’s its name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or CollateralCollateral of the Borrowers; (Bii) to sign such Borrower’s its name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or Inventoryof the Borrowers, drafts against Customers, Customers or assignments and verifications of Receivables of the Borrowers; (iii) to demand payment of the Receivables; (Civ) to enforce payment of the Receivables by legal proceedings or otherwise; (v) to exercise all of its rights and remedies with respect to the collection of the Receivables and any other Collateral; (vi) to settle, adjust, compromise, extend or renew the Receivables of the Borrowers; (vii) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (viii) to prepare, file and sign its name on a proof of claim in bankruptcy or similar document against any Customer; (ix) to prepare, file and sign its name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables of the Borrowers; and (B) at any time (i) to send verifications of Receivables of the Borrowers to any Customer; (Dii) to sign such Borrower’s its name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hiii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrowerdesignate.

Power of Agent to Act on Borrowers’ Behalf. Agent ------------------------------------------ shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment nonpayment of any instrument so endorsed. Each Upon the occurrence of and during the continuance of an Event of Default, Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or the Collateral; (Bii) to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables; (iii) to send verifications of Receivables, drafts against Customers, assignments and verifications of Receivables; (Civ) to send verifications of Receivables to any Customer; (Dv) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent Lenders to preserve, protect, or perfect Agent’s Secured Parties' interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Avi) to demand payment of the Receivables; (Bvii) to enforce payment of the Receivables by legal proceedings or otherwise; (Cviii) to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dix) to settle, adjust, compromise, extend or renew the Receivables; (Ex) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fxi) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customeraccount debtor; (Gxii) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxiii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done wilfully, maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power negligence. This power, being coupled with an interest interest, is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following during the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrowerdesignate.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) following the occurrence of an Event of Default to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) following the occurrence of an Event of Default to sign such Borrower’s name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (iiv) at any time following the occurrence of a Default or an Event of Default: (A) Default to demand payment of the Receivables; (Bvi) following the occurrence of an Event of Default to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) following the occurrence of an Event of Default to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) following the occurrence of an Event of Default to settle, adjust, compromise, extend or renew the Receivables; (Eix) following the occurrence of an Event of Default to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) following the occurrence of an Event of Default to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) following the occurrence of an Event of Default to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of lawlaw (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO AN ACT OR INACTION ARISING FROM AGENT’S NEGLIGENCE OR STRICT LIABILITY), unless done maliciously with willful misconduct or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right right, at any time following the occurrence and during the continuance of a Default, to receive, endorse, assign and/or deliver in the name of Agent or any Borrower Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower such Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower Loan Party hereby constitutes appoints Agent or Agent’s designee as such BorrowerLoan Party’s attorney with power power, at any time following the occurrence and during the continuance of a Default, (i) at any time: (A) to endorse such BorrowerLoan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such BorrowerLoan Party’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such BorrowerLoan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such BorrowerLoan Party’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such BorrowerLoan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such BorrowerLoan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor or for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right right, at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any BorrowerLoan Party.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have ------------------------------------------ the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower. Notwithstanding anything in this Section 4.15(f) to the contrary, provided that no Default or Event of Default shall have occurred and neither Agent nor any Lender has a good faith belief that such action must be taken immediately, Agent shall give Borrowers five (5) days notice (together with copies of all relevant documents) prior to taking any of the actions referred to in items (v), (vi), (viii) or (ix) above.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s Borrowers’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. Provided also however, and anything contained herein to the contrary notwithstanding, although fully vested hereby as Borrowers’ attorney-in-fact, Agent shall refrain from exercising the power granted under clauses (ii), (v), (vi), (vii), (viii), (ix), (x) and (xi) unless and until Default or Event of Default shall have occurred. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. After an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each After an Event of Default, each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s Borrowers’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any such Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s 's designee as such Borrower’s 's attorney with power (i) at any time: (A) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: (Av) to demand payment of the Receivables; (Bvi) to enforce payment of the Receivables by legal proceedings or otherwise; (Cvii) to exercise all of such Borrower’s Borrowers' rights and remedies with respect to the collection of the Receivables and any other Collateral; (Dviii) to settle, adjust, compromise, extend or renew the Receivables; (Eix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fx) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gxi) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hxii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment)negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. At any time at the election of Required Lenders during the continuation of an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any timetime at the election of Required Lenders during the continuation of an Event of Default: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or CollateralReceivables; (B) to sign such Borrower’s name on any invoice, invoice or xxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; and (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence and during the continuance of a Default or an Event of Default: (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to receive, open and dispose of all mail addressed to any Borrower; (I) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent’s designee as such Borrower’s attorney with power (i) at any time: time (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice, xxxx invoice or bxxx of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; and (ii) at any time following the occurrence of a Default or Event of Default: Default (A) to demand payment of the Receivables; (B) to enforce payment of the Receivables by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Receivables; (E) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (H) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.

Power of Agent to Act on Borrowers’ Behalf. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes appoints Agent or Agent’s 's designee as such Borrower’s 's attorney with power power: (iA) at any time: time (Ai) to endorse such Borrower’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (Bii) to sign such Borrower’s 's name on any invoice, xxxx invoice or bill of lading or customs documentation relating to any of the Receivables or InventoryReceivables, drafts against CustomersCuxxxxers, assignments and verifications of Receivables; (Ciii) to send verifications of Receivables to any Customer; and (Div) to sign such Borrower’s 's name on all financing statements or any other documents or instruments deemed reasonably necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; and (iiB) at any time following the occurrence and during the continuation of a Default or Event of Default: Default (Ai) to demand payment of the Receivables; (Bii) to enforce payment of the Receivables by legal proceedings or otherwise; (Ciii) to exercise all of such Borrower’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (Div) to settle, adjust, compromise, extend or renew the Receivables; (Ev) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (Fvi) to prepare, file and sign such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (Gvii) to prepare, file and sign such Borrower’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (Hviii) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence of an Event of Default or Default, to change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Borrower.