Common use of Appointment as Attorney Clause in Contracts

Appointment as Attorney. In‑Fact. The Borrower hereby irrevocably constitutes and appoints the Agent as the Borrower’s true and lawful attorney, with full power of substitution, exercisable only after the occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the Borrower, but for the sole benefit of the Agent. The rights and powers granted the Agent by this appointment include but are not limited to the right and power to: (a) Prosecute, defend, compromise, or release any action relating to the Collateral. (b) Sign change of address forms to change the address to which the Borrower’s mail is to be sent to such address as the Agent shall designate; receive and open the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrower or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the Borrower, or other legal representative of the Borrower whom the Agent determines to be the appropriate person to whom to so turn over such mail. (c) Endorse the name of the Borrower in favor of the Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral. (d) Sign the name of the Borrower on any notice to the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the Borrower’s name on any proof of claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts. (e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which the Borrower is a beneficiary. (f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Borrower. (g) Use, license or transfer any or all General Intangibles of the Borrower.

Appointment as Attorney. In‑FactIn-Fact. The Borrower Obligors hereby irrevocably constitutes and appoints the Collateral Agent as the BorrowerObligor’s true and lawful attorney, with full power of substitution, exercisable only after following the occurrence, occurrence and during the continuance, continuance of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the BorrowerObligors, but for the sole ratable benefit of the Collateral Agent. The rights and powers granted the Collateral Agent by this appointment include but are not limited to the right and power power, following the occurrence and during the continuance of an Event of Default, to: (a) Prosecute, defend, compromise, or release any action relating to the Collateral. (b) Sign change of address forms to change the address to which the Borrower’s Obligors’ mail is to be sent to such address as the Collateral Agent shall designate; receive and open the Borrower’s Obligors’ mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrower Obligors or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the BorrowerObligors, or other legal representative of the Borrower Obligors whom the Collateral Agent determines to be the appropriate person to whom to so turn over such mail. (c) Endorse the name of the Borrower Obligors in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Borrower Obligors on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral. (d) Sign the name of the Borrower Obligors on any notice to the Borrower’s Obligors’ Account Debtors or verification of the Receivables Collateral; sign the Borrower’s Obligors’ name on any proof Proof of claim Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts. (e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which the Borrower any Obligor is a beneficiary. (f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the BorrowerBorrowers. (g) Use, license or transfer any or all General Intangibles of the BorrowerObligors.

Appointment as Attorney. In‑FactIn-Fact. The Borrower hereby irrevocably constitutes and appoints the Agent Lender as the Borrower’s true and lawful attorney, with full power of substitution, exercisable only after the occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the Borrower, but for the sole benefit of the AgentLender. The rights and powers granted the Agent Lender by this appointment include but are not limited to the right and power to: (a) I. Prosecute, defend, compromise, or release any action relating to the Collateral. (b) II. Sign change of address forms to change the address to which the Borrower’s mail is to be sent to such address as the Agent Lender shall designate; receive and open the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrower or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the Borrower, or other legal representative of the Borrower whom the Agent Lender determines to be the appropriate person to whom to so turn over such mail. (c) III. Endorse the name of the Borrower in favor of the Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral. (d) IV. Sign the name of the Borrower on any notice to the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the Borrower’s name on any proof Proof of claim Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts. (e) V. Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which the Borrower is a beneficiary. (f) VI. Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Borrower. (g) VII. Use, license or transfer any or all General Intangibles of the Borrower.

Appointment as Attorney. In‑FactIn-Fact. The Borrower Each Credit Party hereby irrevocably constitutes and appoints the Administrative Agent (acting through any of its officers) as the Borrower’s that Credit Party's true and lawful attorney, with full power of substitution, exercisable only after the occurrence, and during the continuance, existence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the Borrowerthat Credit Party, but for the sole benefit of the AgentSecured Parties. The rights and powers granted the Administrative Agent by this appointment include but are not limited to the right and power to: (a) Prosecute, defend, compromise, or release any action relating to the Collateral. (b) Sign change of address forms to change the address to which the Borrower’s each Credit Party's mail is to be sent to such address as the Administrative Agent shall designate; receive and open the Borrower’s each Credit Party's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors bankruptcy or receiver of the Lead Borrower, or other legal representative of the Borrower a Credit Party whom the Administrative Agent determines to be the appropriate person to whom to so turn over such mail. (c) Endorse the name of the Borrower relevant Credit Party in favor of the Administrative Agent upon any and all checks, drafts, notes, acceptances, or other items or instrumentsinstruments which are proceeds of Accounts and Inventory; sign and endorse the name of the Borrower relevant Credit Party on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral. (d) Sign the name of the Borrower relevant Credit Party on any notice to the Borrower’s Account Debtors that Credit Party's account debtors or verification of the Receivables Collateral; sign the Borrower’s relevant Credit Party's name on any proof Proof of claim Claim in Bankruptcy against Account Debtorsaccount debtors, and on notices of lien, claims of mechanic’s 's liens, or assignments or releases of mechanic’s 's liens securing the Accounts. (e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s 's acceptance relating to Accounts and Inventory of which the Borrower any Credit Party is a beneficiary. (f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goodsInventory, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Borrowereach Credit Party. (g) Use, license or transfer any or all General Intangibles of the Borrower.

Appointment as Attorney. In‑FactIn-Fact. The Each Borrower hereby irrevocably constitutes and appoints the Agent as the that (acting through any of its officers) Borrower’s 's true and lawful attorney, with full power of substitution, exercisable only after following the occurrence, and during the continuance, occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the that Borrower, but for the sole benefit of the Agent. The rights and powers granted the Agent by this appointment include but are not limited to the right and power to: (a) Prosecute, defend, compromise, or release any action relating to the Collateral. (b) Sign change of address forms to change the address to which the each Borrower’s 's mail is to be sent to such address as the Agent shall designate; receive and open the each Borrower’s 's mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lease Borrower or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors bankruptcy or receiver of the Lead Borrower, or other legal representative of the a Borrower whom the Agent determines to be the appropriate person to whom to so turn over such mail. (c) Endorse the name of the relevant Borrower in favor of the Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the relevant Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral. (d) Sign the name of the Borrower on any notice to the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the Borrower’s name on any proof of claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts. (e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which the Borrower is a beneficiary. (f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Borrower. (g) Use, license or transfer any or all General Intangibles of the Borrower.

Appointment as Attorney. In‑FactIn-Fact. The Borrower Borrowers hereby irrevocably constitutes constitute and appoints appoint the Agent as the Borrower’s Borrowers' true and lawful attorney, with full power of substitution, exercisable only after effective following the occurrence, and during the continuance, occurrence of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the BorrowerBorrowers, but for the sole benefit of the AgentAgent and the Lenders. The rights and powers granted the Agent by this the within appointment include but are not limited to the right and power to: (a) Prosecute, defend, compromise, or release any action relating to the Collateral. (b) Sign change of address forms to change the address to which the Borrower’s Borrowers' mail is to be sent to such address as the Agent shall designate; receive and open the Borrower’s Borrowers' mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrower Borrowers or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the BorrowerBorrowers, or other legal representative of the Borrower Borrowers whom the Agent determines to be the appropriate person to whom to so turn over such mail. (c) Endorse the name of the Borrower Borrowers in favor of the Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Borrower Borrowers on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral. (d) Sign the name of the Borrower Borrowers on any notice to the Borrower’s Borrowers' Account Debtors or verification of the Receivables Collateral; sign the Borrower’s Borrowers' name on any proof Proof of claim Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s 's liens, or assignments or releases of mechanic’s 's liens securing the Accounts. (e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s 's acceptance of which the Borrower is Borrowers are a beneficiary. (f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the BorrowerBorrowers. (g) Use, license or transfer any or all General Intangibles of the Borrower.

Appointment as Attorney. In‑FactIn-Fact. The Borrower hereby irrevocably constitutes and appoints the Agent Lender as the Borrower’s true and lawful attorney, with full power of substitution, exercisable only after the occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the Borrower, but for the sole benefit of the AgentLender. The rights and powers granted the Agent Lender by this appointment include but are not limited to the right and power to: (a) Prosecute, defend, compromise, or release any action relating to the Collateral. (b) Sign change of address forms to change the address to which the Borrower’s mail is to be sent to such address as the Agent Lender shall designate; receive and open the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrower or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the Borrower, or other legal representative of the Borrower whom the Agent Lender determines to be the appropriate person to whom to so turn over such mail. (c) Endorse the name of the Borrower in favor of the Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral. (d) Sign the name of the Borrower on any notice to the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the Borrower’s name on any proof Proof of claim Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts. (e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which the Borrower is a beneficiary. (f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Borrower. (g) Use, license or transfer any or all General Intangibles of the Borrower.

Appointment as Attorney. In‑FactIn-Fact. The Borrower Guarantor hereby irrevocably constitutes and appoints the Agent Lender as the BorrowerGuarantor’s true and lawful attorney, with full power of substitution, exercisable only after the occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the BorrowerGuarantors, but for the sole benefit of the AgentLender. The rights and powers granted the Agent Lender by this appointment include but are not limited to the right and power to: (a) Prosecute, defend, compromise, or release any action relating to the Collateral. (b) Sign change of address forms to change the address to which the BorrowerGuarantor’s mail is to be sent to such address as the Agent Lender shall designate; receive and open the BorrowerGuarantor’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrower Guarantor or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the BorrowerGuarantor, or other legal representative of the Borrower such Guarantor whom the Agent Lender determines to be the appropriate person to whom to so turn over such mail. (c) Endorse the name of the Borrower Guarantor in favor of the Agent Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Borrower Guarantor on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral. (d) Sign the name of the Borrower Guarantor on any notice to the BorrowerGuarantor’s Account Debtors or verification of the Receivables Collateral; sign the Borrowereach Guarantor’s name on any proof Proof of claim Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts. (e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which the Borrower any Guarantor is a beneficiary. (f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the BorrowerGuarantor. (g) Use, license or transfer any or all General Intangibles of the Borrowerany Guarantor.