Common use of Appointment of Lender as Borrower’s Attorney-in-Fact Clause in Contracts

Appointment of Lender as Borrower’s Attorney-in-Fact. Borrower hereby irrevocably designates, makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent in writing to Borrower) as Borrower’s true and lawful attorney-in-fact, and authorizes Administrative Agent, in Borrower’s or Administrative Agent’s name, to do any or all of the following, at any time after the occurrence and during the continuance of an Event of Default: (i) endorse Borrower’s name upon any items of payment or proceeds thereof and deposit the same in Administrative Agent’s account on account of Borrower’s Liabilities, (ii) endorse Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account of Borrower or any goods pertaining thereto to collect the proceeds thereof, (iii) sign Borrower’s name on any verification of Accounts of Borrower and notices thereof to Account Debtors, (iv) take control in any manner of any item of payment on or proceeds of any Account of Borrower and apply such item of payment or proceeds to the Liabilities, (v) demand payment of Accounts of Borrower, (vi) enforce payment of Accounts of Borrower by legal proceedings or otherwise, (vii) exercise all of Borrower’s rights and remedies with respect to proceedings brought to collect any Account, (viii) sell or assign any Account of Borrower upon such terms, for such amount and at such time or times as Administrative Agent deems advisable, (ix) settle, adjust, compromise, extend or renew any Account of Borrower, (x) discharge and release any Account of Borrower, (xi) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor, (xii) notify the post office authorities to change the address for delivery of Borrower’s mail to an address designated by Administrative Agent, (xiii) have access to any lock box or postal box into which Borrower’s mail is deposited, and open and process all mail addressed to Borrower and deposited therein, and (xiv) do all other acts and things which are necessary, in Administrative Agent’s reasonable discretion, to fulfill Borrower’s obligations under this Agreement. Borrower hereby ratifies and approves all acts under such power of attorney and neither Administrative Agent nor any other Person acting as Borrower’s attorney hereunder will be liable for any acts or omissions or for any error of judgment or mistake of fact or law made in good faith except as result of gross negligence or willful misconduct. The appointment of Administrative Agent (and any of Administrative Agent’s officers, employees or agents designated by Administrative Agent) as Borrower’s attorney, and each and every one of Administrative Agent’s rights and powers, being coupled with an interest, are irrevocable until all of the Liabilities have been Paid In Full and this Agreement shall have expired or been terminated in accordance with the terms hereunder.

Appointment of Lender as Borrower’s Attorney-in-Fact. Borrower hereby irrevocably designates, makes, constitutes and appoints Administrative Agent Lender (and all Persons designated by Administrative Agent Lender in writing to Borrower) as Borrower’s true and lawful attorney-in-fact, and authorizes Administrative AgentLender, in Borrower’s or Administrative AgentLender’s name, to do any or all of the following, at any time after the occurrence and during the continuance of an Event of DefaultDefault has occurred and is continuing to do the following: (a) at any time, (i) endorse Borrower’s name upon any items of payment or proceeds thereof and deposit the same in Administrative AgentLender’s account on account of Borrower’s Liabilities, and (ii) endorse Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account of Borrower or any goods pertaining thereto to collect the proceeds thereof, (iii) sign Borrower’s name on any verification of Accounts of Borrower and notices thereof to Account Debtors, (iv) take control in any manner of any item of payment on or proceeds of any Account of Borrower and apply such item of payment or proceeds to the Liabilities, (v) demand payment of Accounts of Borrower, (vi) enforce payment of Accounts of Borrower by legal proceedings or otherwise, (vii) exercise all of Borrower’s rights and remedies with respect to proceedings brought to collect any Account, (viii) sell or assign any Account of Borrower upon such terms, for such amount and at such time or times as Administrative Agent deems advisable, (ix) settle, adjust, compromise, extend or renew any Account of Borrower, (x) discharge and release any Account of Borrower, (xi) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor, (xii) notify the post office authorities to change the address for delivery of Borrower’s mail to an address designated by Administrative Agent, (xiii) have access to any lock box or postal box into which Borrower’s mail is deposited, and open and process all mail addressed to Borrower and deposited therein, and (xiv) do all other acts and things which are necessary, in Administrative AgentLender’s reasonable discretion, to fulfill Borrower’s obligations under this Agreement. Borrower hereby ratifies and approves all acts under such power of attorney and neither Administrative Agent Lender nor any other Person acting as Borrower’s attorney hereunder will be liable for any acts or omissions or for any error of judgment or mistake of fact or law made in good faith except as result of its gross negligence negligence, willful misconduct or willful misconductillegal activity as finally determined in a non-appealable judicial proceeding. The appointment of Administrative Agent Lender (and any of Administrative AgentLender’s officers, employees or agents designated by Administrative AgentLender) as Borrower’s attorney, and each and every one of Administrative AgentLender’s rights and powers, being coupled with an interest, are irrevocable until all of the Liabilities have been Paid In Full fully repaid and this Agreement shall have expired or been terminated in accordance with the terms hereunder. Without restricting the generality of the foregoing, after an Event of Default has occurred and is continuing, Borrower hereby appoints and constitutes Lender its lawful attorney-in-fact with full power of substitution in the Real Property to advance funds in excess of the face amount of the Term Loan Note, to pay, settle or compromise all existing bills and claims, which may be liens or security interests, or to avoid such bills and claims becoming liens against the Collateral; to execute all applications and certificates in the name of Borrower prosecute and defend all actions or proceedings in connection with the Collateral (including any Leases pertaining to Real Property); and to do any and every act which Borrower might do in its own behalf; it being understood and agreed that this power of attorney shall be a power coupled with an interest and cannot be revoked.

Appointment of Lender as Borrower’s Attorney-in-Fact. Borrower hereby irrevocably designates, makes, constitutes and appoints Administrative Agent Lender (and all Persons designated by Administrative Agent Lender in writing to Borrower) as Borrower’s true and lawful attorney-in-fact, and authorizes Administrative AgentLender, in Borrower’s or Administrative AgentLender’s name, to do any or all of the following, at any time after the occurrence and during the continuance of an Event of DefaultDefault has occurred and is continuing to do the following: (a) at any time, (i) endorse Borrower’s name upon any items of payment or proceeds thereof and deposit the same in Administrative AgentLender’s account on account of Borrower’s Liabilities, and (ii) endorse Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account of Borrower or any goods pertaining thereto to collect the proceeds thereof, (iii) sign Borrower’s name on any verification of Accounts of Borrower and notices thereof to Account Debtors, (iv) take control in any manner of any item of payment on or proceeds of any Account of Borrower and apply such item of payment or proceeds to the Liabilities, (v) demand payment of Accounts of Borrower, (vi) enforce payment of Accounts of Borrower by legal proceedings or otherwise, (vii) exercise all of Borrower’s rights and remedies with respect to proceedings brought to collect any Account, (viii) sell or assign any Account of Borrower upon such terms, for such amount and at such time or times as Administrative Agent deems advisable, (ix) settle, adjust, compromise, extend or renew any Account of Borrower, (x) discharge and release any Account of Borrower, (xi) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor, (xii) notify the post office authorities to change the address for delivery of Borrower’s mail to an address designated by Administrative Agent, (xiii) have access to any lock box or postal box into which Borrower’s mail is deposited, and open and process all mail addressed to Borrower and deposited therein, and (xiv) do all other acts and things which are necessary, in Administrative AgentLender’s reasonable discretion, to fulfill Borrower’s obligations under this Agreement. Borrower hereby ratifies and approves all acts under such power of attorney and neither Administrative Agent Lender nor any other Person acting as Borrower’s attorney hereunder will be liable for any acts or omissions or for any error of judgment or mistake of fact or law made in good faith except as result of its gross negligence negligence, willful misconduct or willful misconductillegal activity as finally determined in a non-appealable judicial proceeding. The appointment of Administrative Agent Lender (and any of Administrative AgentLender’s officers, employees or agents designated by Administrative AgentLender) as Borrower’s attorney, and each and every one of Administrative AgentLender’s rights and powers, being coupled with an interest, are irrevocable until all of the Liabilities have been Paid In Full fully repaid and this Agreement shall have expired or been terminated in accordance with the terms hereunder. Without restricting the generality of the foregoing, after an Event of Default has occurred and is continuing, Borrower hereby appoints and constitutes Lender its lawful attorney-in-fact with full power of substitution in the Real Property to advance funds in excess of the face amount of the Term Note, to pay, settle or compromise all existing bills and claims, which may be liens or security interests, or to avoid such bills and claims becoming liens against the Collateral; to execute all applications and certificates in the name of Borrower prosecute and defend all actions or proceedings in connection with the Collateral (including any Leases pertaining to Real Property); and to do any and every act which Borrower might do in its own behalf; it being understood and agreed that this power of attorney shall be a power coupled with an interest and cannot be revoked.

Appointment of Lender as Borrower’s Attorney-in-Fact. Borrower ---------------------------------------------------- hereby irrevocably designates, makes, constitutes and appoints Administrative Agent Lender (and all Persons persons designated by Administrative Agent in writing to BorrowerLender) as Borrower’s 's true and lawful attorney-in-fact, and authorizes Administrative AgentLender, in Borrower’s 's or Administrative Agent’s Lender's name, to do any or all of the following, at any time after following the occurrence and during the continuance of an Event of Default: , to (i) endorse demand payment of Borrower’s 's Accounts; (ii) enforce payment of Borrower's Accounts by legal proceedings or otherwise; (iii) exercise all of Borrower's rights and remedies with respect to proceedings brought to collect an Account; (iv) sell or assign any Account upon such terms, for such amount and at such time or times as Lender deems advisable, subject to subsections 8.2 and 8.4; (v) settle, adjust, compromise, extend or renew any --------------- --- Account; (vi) discharge and release any Account; (vii) prepare, file and sign Borrower's name upon on any items proof of claim in bankruptcy or other similar document against an Account Debtor; (viii) notify the post office authorities to change the address for delivery of Borrower's mail to an address designated by Lender, and open and deal with all mail addressed to Borrower; (ix) do all acts and things which are necessary, in Lender's sole discretion, to fulfill Borrower's obligations under this Agreement; (x) take control in any manner of any item of payment or proceeds thereof and deposit the same in Administrative Agent’s account on account of thereof; (xi) have access to any lockbox or postal box into which Borrower’s Liabilities, 's mail is deposited; (iixii) endorse Borrower’s 's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account of Borrower or any goods pertaining thereto to collect the proceeds thereof, thereto; and (iiixiii) sign Borrower’s 's name on any verification of Accounts of Borrower and notices thereof to Account Debtors, (iv) take control in any manner of any item of payment on or proceeds of any Account of Borrower and apply such item of payment or proceeds to the Liabilities, (v) demand payment of Accounts of Borrower, (vi) enforce payment of Accounts of Borrower by legal proceedings or otherwise, (vii) exercise all of Borrower’s rights and remedies with respect to proceedings brought to collect any Account, (viii) sell or assign any Account of Borrower upon such terms, for such amount and at such time or times as Administrative Agent deems advisable, (ix) settle, adjust, compromise, extend or renew any Account of Borrower, (x) discharge and release any Account of Borrower, (xi) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor, (xii) notify the post office authorities to change the address for delivery of Borrower’s mail to an address designated by Administrative Agent, (xiii) have access to any lock box or postal box into which Borrower’s mail is deposited, and open and process all mail addressed to Borrower and deposited therein, and (xiv) do all other acts and things which are necessary, in Administrative Agent’s reasonable discretion, to fulfill Borrower’s obligations under this Agreement. Borrower hereby ratifies and approves all acts under such power of attorney and neither Administrative Agent nor any other Person acting as Borrower’s attorney hereunder will be liable for any acts or omissions or for any error of judgment or mistake of fact or law made in good faith except as result of gross negligence or willful misconduct. The appointment of Administrative Agent (and any of Administrative Agent’s officers, employees or agents designated by Administrative Agent) as Borrower’s attorney, and each and every one of Administrative Agent’s rights and powers, being coupled with an interest, are irrevocable until all of the Liabilities have been Paid In Full and this Agreement shall have expired or been terminated in accordance with the terms hereunder.