Common use of Irrevocable Power of Attorney Clause in Contracts

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 and the expiration of any applicable cure period following notice, as required by the Lending Agreement, Debtors hereby irrevocably make, constitute and appoint Secured Party (and all persons designated by Secured Party) as the true and lawful agent and attorney-in-fact of such Debtors with full power of substitution to (i) demand payment of any Customer Note, (ii) enforce payment of any Customer Note by legal proceedings or otherwise, (iii) exercise all of Debtor’s rights and remedies with respect to proceedings brought to collect any Customer Note, (iv) sell or assign any Collateral upon such terms, for such amounts and at such time or times as Secured Party and the Banks deem advisable, (v) settle, adjust, compromise, extend or renew Customer Notes, (vi) discharge and release Customer Notes, (vii) prepare, file and sign Debtors’ name on any proof of claim in bankruptcy or other similar document against a 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 Secured Party, and open all mail addressed to Debtor for the purpose of collecting accounts and the proceeds of Customer Notes (with all other mail to be promptly returned to Debtors), (ix) take control in any manner of any item of payment or proceeds of Collateral, (x) have access to any lockbox or postal box into which Debtors’ mail is deposited, (xi) endorse Debtors’ name upon any items of payment or proceeds thereof and deposit the same in the Secured Party’s account on account of the Secured Obligations, (xii) endorse Debtors’ name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to Customer Note or other Collateral, (xiii) execute in Debtors’ name and on 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 Debtors may be located, (xiv) endorse Debtors’ name on any verification of Customer Note and notices thereof to any maker thereof and (xv) 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 Secured Party in respect to the Collateral and Secured Party’s rights created under this Agreement. Debtors agree that neither Secured Party, the Banks nor any of 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 negligence or misconduct as determined by a court of competent jurisdiction), 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 and the expiration of any applicable cure period following notice, as required by the Lending Agreement, Debtors Debtor hereby irrevocably makemakes, constitute constitutes and appoint Secured Party appoints the Agent (and all persons Persons designated by Secured Partythe Agent) as the true and lawful agent and attorney-in-fact of such Debtors Debtor with full power of substitution to to: (a) if any Event of Default under this Agreement has occurred and is continuing, (i) demand payment of any Customer Noteaccounts, (ii) enforce payment of any Customer Note accounts by legal proceedings or otherwise, (iii) exercise all of Debtor’s rights and remedies with respect to proceedings brought to collect any Customer Noteaccounts, (iv) sell or assign any Collateral accounts upon such terms, for such amounts and at such time or times as Secured Party and the Banks deem Agent deems advisable, (v) settle, adjust, compromise, extend or renew Customer Notesaccounts, (vi) discharge and release Customer Notesaccounts, (vii) prepare, file and sign Debtors’ Debtor’s name on any proof of claim in bankruptcy or other similar document against a maker of a Customer Notean account debtor, (viii) notify the postal authorities of any change of the address for delivery of Debtor’s mail to an address designated by Secured Partythe Agent, and open all mail addressed to Debtor for the purpose of collecting accounts and the proceeds of Customer Notes any other Collateral (with all other mail to be promptly returned to DebtorsDebtor), 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, (xii) have access to any lockbox or postal box into which Debtors’ Debtor’s mail is deposited, (xiiii) endorse Debtors’ Debtor’s name upon any items of payment or proceeds thereof and deposit the same in the Secured PartyAgent’s account on account of the Secured Obligations, (xiiiv) endorse Debtors’ Debtor’s name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to Customer Note any account or other Collateralany goods pertaining thereto, (xiiiv) execute in Debtors’ Debtor’s name and on Debtors’ 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 Debtors Debtor or any of the Collateral may be located, (xivvi) endorse Debtors’ Debtor’s name on any verification of Customer Note accounts and notices thereof to any maker thereof account debtors and (xvvii) 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 Secured Party the Agent in respect to the Collateral and Secured Partythe Agent’s rights created under this Agreement. Debtors agree Debtor agrees that neither Secured Party, the Banks Agent nor any of their 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 jurisdictionjurisdiction 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 and the expiration of any applicable cure period following notice, as required by the Lending Agreement, Debtors Borrower hereby irrevocably makemakes, constitute constitutes and appoint Secured Party appoints Lender (and all persons Persons designated by Secured PartyLender) as the true and lawful agent and attorney-in-in fact of such Debtors Borrower with full power of substitution to to: (a) if any Event of Default under this Agreement has occurred and is continuing, (i) demand payment of any Customer Notethe Accounts and the Lease Payments, (ii) enforce payment of any Customer Note 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 any Customer NoteAccount or Lease Payment, (iv) sell or assign any Collateral Account or Lease Payment upon such terms, for such amounts amount and at such time or times as Secured Party and the Banks deem Lender deems advisable, (v) settle, adjust, compromise, extend or renew Customer Notesany Account or Lease Payment, (vi) discharge and release Customer Notesany Account or Lease Payment, (vii) prepare, file and sign Debtors’ Borrower's name on any proof of claim in bankruptcy or other similar document against an Account Debtor or a maker of lessee under a Customer NoteLease, (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 Secured PartyLender, and open all mail addressed to Debtor Borrower for the purpose of collecting accounts Accounts and Lease Payments and the proceeds of Customer Notes any other Collateral (with all other mail to be promptly returned to Debtors)Borrower) and (x) do all acts and things which are necessary, in Lender's sole discretion, to fulfill the Borrower's obligations under this Agreement; and (b) at any time, (ixi) take control in any manner of any item of payment or proceeds of any Account or Lease Payment or any other Collateral, (xii) have access to any lockbox or postal box into which Debtors’ mail is depositedthe Lockbox, (xiiii) endorse Debtors’ Borrower's name upon any items of payment or proceeds thereof and deposit the same in the Secured Party’s Lender's account on account of the Secured Obligations, (xiiiv) endorse Debtors’ Borrower's name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to Customer Note any Account or other CollateralLease Payment or any goods pertaining thereto, (xiiiv) execute in Debtors’ Borrower's name and on Debtors’ 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 Debtors Borrower or any of the Collateral may be located, (xivvi) endorse Debtors’ Borrower's name on any verification of Customer Note Accounts or Lease Payments and notices thereof to any maker thereof Account Debtors and lessees and (xvvii) 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 Secured Party Lender in respect to the Collateral and Secured Party’s Lender's rights created under this Agreement. Debtors agree Borrower agrees that neither Secured Party, the Banks Lender nor any of their 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 jurisdictionjurisdiction 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 and after the expiration of any applicable cure period following notice, notice as required by the Lending Agreement, Debtors Debtor hereby irrevocably makemakes, constitute constitutes and appoint appoints Secured Party (and all persons designated by Secured Party) as the true and lawful agent and attorney-in-fact of such Debtors Debtor with full power of substitution to (i) demand payment of any Customer Notenote among the Collateral hereunder, (ii) enforce payment of any Customer Note 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 any Customer Notenote among the Collateral hereunder, (iv) sell or assign any or all of the Collateral upon such terms, for such amounts and at such time or times as Secured Party and the Banks deem advisable, (v) settle, adjust, compromise, extend or renew Customer Notesany note among the Collateral hereunder, (vi) discharge and release Customer Notesany note among the Collateral hereunder, (vii) prepare, file and sign Debtors’ Debtor’s name on any proof of claim in bankruptcy or other similar document against a maker of a Customer Noteany 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 Secured Party, and open all mail addressed to Debtor for the purpose of collecting accounts and the proceeds of Customer Notes Collateral (with all other mail to be promptly returned to DebtorsDebtor), (ix) take control in any manner of any item of payment or proceeds of Collateral, (x) have access to any lockbox or postal box into which Debtors’ Debtor’s mail is deposited, (xi) endorse Debtors’ Debtor’s name upon any items of payment or proceeds thereof of the Collateral and deposit the same in the Secured Party’s account on account of the Secured Obligations, (xii) endorse Debtors’ such Debtor’s name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to Customer Note or other the Collateral, (xiii) execute in Debtors’ Debtor’s name and on Debtors’ 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 Debtors Debtor may be located, (xiv) endorse Debtors’ Debtor’s name on any verification of Customer Note any note among the Collateral hereunder and notices thereof to any maker thereof and (xv) 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 Secured Party in respect to the Collateral and Secured Party’s rights created under this Agreement. Debtors agree Debtor agrees that neither Secured Party, the Banks nor any of 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 negligence or misconduct as determined by a court of competent jurisdiction), 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.