Common use of Irrevocable Power of Attorney Clause in Contracts

Irrevocable Power of Attorney. Debtor hereby irrevocably makes, constitutes and appoints the Agent (and all Persons designated by the Agent) as the true and lawful agent and attorney-in-fact of Debtor with full power of substitution to: (a) if any Event of Default under this Agreement has occurred and is continuing, (i) demand payment of accounts, (ii) enforce payment of accounts by legal proceedings or otherwise, (iii) exercise all of Debtor’s rights and remedies with respect to proceedings brought to collect accounts, (iv) sell or assign accounts upon such terms, for such amounts and at such time or times as the Agent deems advisable, (v) settle, adjust, compromise, extend or renew accounts, (vi) discharge and release accounts, (vii) prepare, file and sign Debtor’s name on any proof of claim in bankruptcy or other similar document against an account debtor, (viii) notify the postal authorities of any change of the address for delivery of Debtor’s mail to an address designated by the Agent, and open all mail addressed to Debtor for the purpose of collecting accounts and the proceeds of any other Collateral (with all other mail to be promptly returned to Debtor), and (ix) do all acts and things which are necessary, in the Agent’s good faith discretion, to fulfill the Debtor’s obligations under this Agreement; and (b) at any time, (i) take control in any manner of any item of payment or proceeds of any account or any other Collateral, (ii) have access to any lockbox or postal box into which Debtor’s mail is deposited, (iii) endorse Debtor’s name upon any items of payment or proceeds thereof and deposit the same in the Agent’s account on account of the Secured Obligations, (iv) endorse Debtor’s name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any account or any goods pertaining thereto, (v) execute in Debtor’s name and on Debtor’s behalf any financing statements and/or continuations thereof and/or amendments thereto under the Uniform Commercial Code or other applicable law in any jurisdiction where Debtor or any of the Collateral may be located, (vi) endorse Debtor’s name on any verification of accounts and notices thereof to account debtors and (vii) do any and all things necessary and take such actions in the name and on behalf of Debtor to carry out the intent of this Agreement, including, without limitation, the grant of the security interest granted under this Agreement and to perfect and protect the security interest granted to the Agent in respect to the Collateral and the Agent’s rights created under this Agreement. Debtor agrees that neither the Agent nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission (other than for acts of commission or omission which constitute gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable order), or for any error of judgment or mistake of fact or law in respect to the exercise of the power of attorney granted under this Section. The power of attorney granted under this Section shall be irrevocable during the term of this Agreement.

Irrevocable Power of Attorney. Subject to and expressly limited by the provisions of the Lending Agreement, upon the occurrence and during the continuance of an Event of Default after the expiration of any applicable cure period following notice as required by the Lending Agreement, Debtor hereby irrevocably makes, constitutes and appoints the Agent Secured Party (and all Persons persons designated by the AgentSecured Party) as the true and lawful agent and attorney-in-fact of such Debtor with full power of substitution to: (a) if any Event of Default under this Agreement has occurred and is continuing, to (i) demand payment of accountsany note among the Collateral hereunder, (ii) enforce payment of accounts any note among the Collateral hereunder by legal proceedings or otherwise, (iii) exercise all of Debtor’s rights and remedies with respect to proceedings brought to collect accountsany note among the Collateral hereunder, (iv) sell or assign accounts any or all of the Collateral upon such terms, for such amounts and at such time or times as Secured Party and the Agent deems Banks deem advisable, (v) settle, adjust, compromise, extend or renew accountsany note among the Collateral hereunder, (vi) discharge and release accountsany note among the Collateral hereunder, (vii) prepare, file and sign Debtor’s name on any proof of claim in bankruptcy or other similar document against an account debtora maker of a any note among the Collateral hereunder, (viii) notify the postal authorities of any change of the address for delivery of Debtor’s mail to an address designated by the AgentSecured Party, and open all mail addressed to Debtor for the purpose of collecting accounts and the proceeds of any other Collateral (with all other mail to be promptly returned to Debtor), and (ix) do all acts and things which are necessary, in the Agent’s good faith discretion, to fulfill the Debtor’s obligations under this Agreement; and (b) at any time, (i) take control in any manner of any item of payment or proceeds of any account or any other Collateral, (iix) have access to any lockbox or postal box into which Debtor’s mail is deposited, (iiixi) endorse Debtor’s name upon any items of payment or proceeds thereof of the Collateral and deposit the same in the AgentSecured Party’s account on account of the Secured Obligations, (ivxii) endorse such Debtor’s name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any account or any goods pertaining theretothe Collateral, (vxiii) execute in Debtor’s name and on Debtor’s behalf any financing statements and/or continuations thereof and/or amendments thereto under the Uniform Commercial Code or other applicable law in any jurisdiction where Debtor or any of the Collateral may be located, (vixiv) endorse Debtor’s name on any verification of accounts any note among the Collateral hereunder and notices thereof to account debtors any maker thereof and (viixv) do any and all things necessary and take such actions in the name and on behalf of Debtor to carry out the intent of this Agreement, including, without limitation, the grant of the security interest granted under this Agreement and to perfect and protect the security interest granted to the Agent Secured Party in respect to the Collateral and the AgentSecured Party’s rights created under this Agreement. Debtor agrees that neither Secured Party, the Agent Banks nor any of its their agents, designees or attorneys-in-fact will be liable for any acts of commission or omission (other than for acts of commission or omission which constitute gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable orderjurisdiction), or for any error of judgment or mistake of fact or law in respect to the exercise of the power of attorney granted under this Section. The power of attorney granted under this Section shall be irrevocable during the term of this Agreement.

Irrevocable Power of Attorney. Debtor Subject to and expressly limited by the provisions of the Lending Agreement, upon the occurrence and during the continuance of an Event of Default and the expiration of any applicable cure period following notice, as required by the Lending Agreement, Debtors hereby irrevocably makesmake, constitutes constitute and appoints the Agent appoint Secured Party (and all Persons persons designated by the AgentSecured Party) as the true and lawful agent and attorney-in-fact of Debtor such Debtors with full power of substitution to: (a) if any Event of Default under this Agreement has occurred and is continuing, to (i) demand payment of accountsany Customer Note, (ii) enforce payment of accounts any Customer Note by legal proceedings or otherwise, (iii) exercise all of Debtor’s rights and remedies with respect to proceedings brought to collect accountsany Customer Note, (iv) sell or assign accounts any Collateral upon such terms, for such amounts and at such time or times as Secured Party and the Agent deems Banks deem advisable, (v) settle, adjust, compromise, extend or renew accountsCustomer Notes, (vi) discharge and release accountsCustomer Notes, (vii) prepare, file and sign Debtor’s Debtors’ name on any proof of claim in bankruptcy or other similar document against an account debtora maker of a Customer Note, (viii) notify the postal authorities of any change of the address for delivery of Debtor’s mail to an address designated by the AgentSecured Party, and open all mail addressed to Debtor for the purpose of collecting accounts and the proceeds of any other Collateral Customer Notes (with all other mail to be promptly returned to DebtorDebtors), and (ix) do all acts and things which are necessary, in the Agent’s good faith discretion, to fulfill the Debtor’s obligations under this Agreement; and (b) at any time, (i) take control in any manner of any item of payment or proceeds of any account or any other Collateral, (iix) have access to any lockbox or postal box into which Debtor’s Debtors’ mail is deposited, (iiixi) endorse Debtor’s Debtors’ name upon any items of payment or proceeds thereof and deposit the same in the AgentSecured Party’s account on account of the Secured Obligations, (ivxii) endorse Debtor’s Debtors’ name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any account Customer Note or any goods pertaining theretoother Collateral, (vxiii) execute in Debtor’s Debtors’ name and on Debtor’s Debtors’ behalf any financing statements and/or continuations thereof and/or amendments thereto under the Uniform Commercial Code or other applicable law in any jurisdiction where Debtor or any of the Collateral Debtors may be located, (vixiv) endorse Debtor’s Debtors’ name on any verification of accounts Customer Note and notices thereof to account debtors any maker thereof and (viixv) do any and all things necessary and take such actions in the name and on behalf of Debtor to carry out the intent of this Agreement, including, without limitation, the grant of the security interest granted under this Agreement and to perfect and protect the security interest granted to the Agent Secured Party in respect to the Collateral and the AgentSecured Party’s rights created under this Agreement. Debtor agrees Debtors agree that neither Secured Party, the Agent Banks nor any of its their agents, designees or attorneys-in-fact will be liable for any acts of commission or omission (other than for acts of commission or omission which constitute gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable orderjurisdiction), or for any error of judgment or mistake of fact or law in respect to the exercise of the power of attorney granted under this Section. The power of attorney granted under this Section shall be irrevocable during the term of this Agreement.

Irrevocable Power of Attorney. Debtor Borrower hereby irrevocably makes, constitutes and appoints the Agent Lender (and all Persons designated by the AgentLender) as the true and lawful agent and attorney-in-in fact of Debtor Borrower with full power of substitution to: (a) if any Event of Default under this Agreement has occurred and is continuing, (i) demand payment of accountsthe Accounts and the Lease Payments, (ii) enforce payment of accounts the Accounts and the Lease Payments by legal proceedings or otherwise, (iii) exercise all of Debtor’s Borrower's rights and remedies with respect to proceedings brought to collect accountsany Account or Lease Payment, (iv) sell or assign accounts any Account or Lease Payment upon such terms, for such amounts amount and at such time or times as the Agent Lender deems advisable, (v) settle, adjust, compromise, extend or renew accountsany Account or Lease Payment, (vi) discharge and release accountsany Account or Lease Payment, (vii) prepare, file and sign Debtor’s Borrower's name on any proof of claim in bankruptcy or other similar document against an account debtorAccount Debtor or a lessee under a Lease, (viii) have access to any lockbox or postal box into which Borrower's mail is deposited, (ix) notify the postal authorities of any change of the address for delivery of Debtor’s Borrower's mail to an address designated by the AgentLender, and open all mail addressed to Debtor Borrower for the purpose of collecting accounts Accounts and Lease Payments and the proceeds of any other Collateral (with all other mail to be promptly returned to Debtor), Borrower) and (ixx) do all acts and things which are necessary, in the Agent’s good faith Lender's sole discretion, to fulfill the Debtor’s Borrower's obligations under this Agreement; and (b) at any time, (i) take control in any manner of any item of payment or proceeds of any account Account or Lease Payment or any other Collateral, (ii) have access to any lockbox or postal box into which Debtor’s mail is depositedthe Lockbox, (iii) endorse Debtor’s Borrower's name upon any items of payment or proceeds thereof and deposit the same in the Agent’s Lender's account on account of the Secured Obligations, (iv) endorse Debtor’s Borrower's name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any account Account or Lease Payment or any goods pertaining thereto, (v) execute in Debtor’s Borrower's name and on Debtor’s Borrower's behalf any financing statements and/or continuations thereof and/or amendments thereto under the Uniform Commercial Code or other applicable law in any jurisdiction where Debtor Borrower or any of the Collateral may be located, (vi) endorse Debtor’s Borrower's name on any verification of accounts Accounts or Lease Payments and notices thereof to account debtors Account Debtors and lessees and (vii) do any and all things necessary and take such actions in the name and on behalf of Debtor Borrower to carry out the intent of this Agreement, including, without limitation, the grant of the security interest granted under this Agreement and to perfect and protect the security interest granted to the Agent Lender in respect to the Collateral and the Agent’s Lender's rights created under this Agreement. Debtor Borrower agrees that neither the Agent Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission (other than for acts of commission or omission which constitute gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable order), or for any error of judgment or mistake of fact or law in respect to the exercise of the power of attorney granted under this Section. The power of attorney granted under this Section shall be irrevocable during the term of this Agreement.