Common use of Authority to Administer Collateral Clause in Contracts

Authority to Administer Collateral. Each Grantor irrevocably appoints the Agent (and all Persons designated by the Agent) as its true and lawful attorney (and agent in fact), with full power of substitution, in its name or in the name of such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrowers’ sole cost and expense, to the extent permitted by law and without notice, to exercise, at any time and from time to time, all or any of the following powers with respect to all or any of such Grantor’s Collateral: (i) endorse a Grantor’s name on any proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; or (ii) during the continuance of any Event of Default: (A) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (B) demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (C) settle, adjust, modify, compromise, compound, discharge, release, prosecute or defend any Accounts or other Collateral or any action or proceeding with respect thereto, (D) collect, liquidate and receive balances in Pledged Deposit Accounts or Pledged Securities Accounts, and take control, in any manner, of proceeds of Collateral; (E) prepare, file and sign a Grantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (F) receive, open and dispose of mail addressed to a Grantor, and notify postal authorities to deliver any such mail to an address designated by Agent; (G) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (H) use a Grantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (I) use information contained in any data processing, electronic or information systems relating to Collateral; (J) make and adjust claims under insurance policies; (K) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Grantor is a beneficiary; (L) sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Agent were the absolute owner thereof, (M) extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; and (N) take all other actions as Agent deems appropriate to fulfill any Grantor’s obligations under the Loan Documents.

Authority to Administer Collateral. Each Grantor irrevocably appoints the Collateral Agent (and all Persons designated by the Collateral Agent) as its true and lawful attorney (and agent in fact), with full power of substitution, in its name or in the name of such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrowers’ Borrower’s sole cost and expense, to the extent permitted by law and without notice, to exercise, at any time and from time to time, all or any of the following powers with respect to all or any of such Grantor’s Collateral: (i) endorse a Grantor’s name on any proceeds of Collateral (including proceeds of insurance) that come into the Collateral Agent’s possession or control; or (ii) during the continuance of any Event of Default: (A) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (B) demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (C) settle, adjust, modify, compromise, compound, discharge, release, prosecute or defend any Accounts or other Collateral or any action or proceeding with respect thereto, (D) collect, liquidate and receive balances in Pledged Deposit Accounts or Pledged Securities Accounts, and take control, in any manner, of proceeds of Collateral; (E) prepare, file and sign a Grantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (F) receive, open and dispose of mail addressed to a Grantor, and notify postal authorities to deliver any such mail to an address designated by the Collateral Agent; (G) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (H) use a Grantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (I) use information contained in any data processing, electronic or information systems relating to Collateral; (J) make and adjust claims under insurance policies; (K) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Grantor is a beneficiary; (L) sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, (M) extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; and (N) take all other actions as the Collateral Agent deems appropriate to fulfill any Grantor’s obligations under the Loan Documents.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Administrative Agent (and all Persons designated by the Agent) as its true and lawful attorney (and agent in fact)attorney, with full power of substitution, in its name or in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrowers’ sole cost and such Lien Grantor’s expense, to the extent permitted by law and without notice, to exercise, at any time and from time to timetime while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Grantor’s Collateral:the Collateral (to the extent necessary to pay the Secured Obligations in full): (ia) endorse a Grantor’s name on any proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; or (ii) during the continuance of any Event of Default: (A) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (B) demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (Cb) to settle, adjust, modify, compromise, compound, discharge, release, prosecute or defend any Accounts or other Collateral or any action or proceeding with respect thereto, (Dc) collect, liquidate and receive balances in Pledged Deposit Accounts or Pledged Securities Accounts, and take control, in any manner, of proceeds of Collateral; (E) prepare, file and sign a Grantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (F) receive, open and dispose of mail addressed to a Grantor, and notify postal authorities to deliver any such mail to an address designated by Agent; (G) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (H) use a Grantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (I) use information contained in any data processing, electronic or information systems relating to Collateral; (J) make and adjust claims under insurance policies; (K) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Grantor is a beneficiary; (L) sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof, (Md) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; , and (Ne) take with respect to Equity Interests in Equistar Receivables, to exercise all voting and other actions rights to which the owner thereof is entitled; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as Agent deems appropriate to fulfill any Grantor’s obligations a matter of law under the Loan DocumentsUCC.

Authority to Administer Collateral. Each Grantor irrevocably appoints the Third Lien Agent (and all Persons designated by the Third Lien Agent) as its true and lawful attorney (and agent in fact), with full power of substitution, in its name or in the name of such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrowers’ Obligor’s sole cost and expense, to the extent permitted by law and without notice, to exercise, at any time and from time to time, all or any of the following powers with respect to all or any of such Grantor’s Collateral: (i) endorse a Grantor’s name on any proceeds of Collateral (including proceeds of insurance) that come into the Third Lien Agent’s possession or control; or (ii) during the continuance of any Event of Default: (A) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (B) demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (C) settle, adjust, modify, compromise, compound, discharge, release, prosecute or defend any Accounts or other Collateral or any action or proceeding with respect thereto, (D) collect, liquidate and receive balances in Pledged Deposit Accounts or Pledged Securities Accounts, and take control, in any manner, of proceeds of Collateral; (EB) prepare, file and sign a Grantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (FC) receive, open and dispose of mail addressed to a Grantor, and notify postal authorities to deliver any such mail to an address designated by the Third Lien Agent; (GD) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (H) use a Grantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (IE) use information contained in any data processing, electronic or information systems relating to Collateral; (JF) make and adjust claims under insurance policies; (KG) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Grantor is a beneficiary; (LH) sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Third Lien Agent were the absolute owner thereof,; and (MI) extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; and (N) take all other actions as Agent deems appropriate to fulfill any Grantor’s obligations under the Loan Documents.

Authority to Administer Collateral. Each Grantor irrevocably appoints the Agent (and all Persons designated by the Agent) as its true and lawful attorney (and agent in fact), with full power of substitution, in its name or in the name of such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrowers’ Borrower’s sole cost and expense, to the extent permitted by law and without notice, to exercise, at any time and from time to time, all or any of the following powers with respect to all or any of such Grantor’s Collateral: (i) endorse a Grantor’s name on any proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; or (ii) during the continuance of any Event of Default: (A) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (B) demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (C) settle, adjust, modify, compromise, compound, discharge, release, prosecute or defend any Accounts or other Collateral or any action or proceeding with respect thereto, (D) collect, liquidate and receive balances in Pledged Deposit Accounts or Pledged Securities Accounts, and take control, in any manner, of proceeds of Collateral; (E) prepare, file and sign a Grantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (F) receive, open and dispose of mail addressed to a Grantor, and notify postal authorities to deliver any such mail to an address designated by Agent; (G) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (H) use a Grantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (I) use information contained in any data processing, electronic or information systems relating to Collateral; (J) make and adjust claims under insurance policies; (K) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Grantor is a beneficiary; (L) sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Agent were the absolute owner thereof, (M) extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; and (N) take all other actions as Agent deems appropriate to fulfill any Grantor’s obligations under the Loan Documents.

Authority to Administer Collateral. Each Grantor irrevocably appoints the Agent Secured Party (and all Persons designated by the AgentSecured Party) as its true and lawful attorney (and agent in fact), with full power of substitution, in its name or in the name of such Grantor, any the Secured Party or otherwise, for the sole use and benefit of the Secured PartiesParty, but at the Borrowers’ Borrower’s sole cost and expense, to the extent permitted by law and without notice, to exercise, at any time and from time to time, all or any of the following powers with respect to all or any of such Grantor’s Collateral: (i) endorse a Grantor’s name on any proceeds of Collateral (including proceeds of insurance) that come into Agentthe Secured Party’s possession or control; or (ii) during the continuance of any Event of Default: (A) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (B) demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (C) settle, adjust, modify, compromise, compound, discharge, release, prosecute or defend any Accounts or other Collateral or any action or proceeding with respect thereto, (D) collect, liquidate and receive balances in Pledged Deposit Accounts or Pledged Securities Accounts, and take control, in any manner, of proceeds of Collateral; (E) prepare, file and sign a Grantor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (F) receive, open and dispose of mail addressed to a Grantor, and notify postal authorities to deliver any such mail to an address designated by Agentthe Secured Party; (G) endorse any Chattel Paper, Document, Instrument, xxxx bxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (H) use a Grantor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (I) use information contained in any data processing, electronic or information systems relating to Collateral; (J) make and adjust claims under insurance policies; (K) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Grantor is a beneficiary; (L) sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Agent Secured Party were the absolute owner thereof, (M) extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; and (N) take all other actions as Agent the Secured Party deems appropriate to fulfill any Grantor’s obligations under the Loan Documents.