Common use of Power of Agent to Act on Loan Parties’ Behalf Clause in Contracts

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the Receivables; (vi) to enforce payment of the Receivables by legal proceedings or otherwise; (vii) to exercise all of such Loan Party’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (viii) to settle, adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (x) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when an Event of Default has occurred which is then continuing, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to After the terms occurrence and during the continuance of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables)an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the ReceivablesAccounts and other Receivables of each Loan Party, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) at any time, to endorse send verifications of Accounts and other Receivables of each such Loan Party’s name upon Party to any notes, acceptances, checks, drafts, money orders Customer or other evidences of payment or CollateralPerson; (ii) to sign such Loan Party’s name on at any invoice or xxxx of lading relating to any of the Receivablestime, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same, if such Loan Party shall have failed to promptly execute and deliver any such documents or instruments following Agent’s request therefor pursuant to Section 4.02(c); (viii) after the occurrence and during the continuance of an Event of Default, to demand payment of the ReceivablesAccounts and other Receivables of each such Loan Party; (viiv) after the occurrence and during the continuance of an Event of Default, to enforce payment of the Accounts and other Receivables of each such Loan Party by legal proceedings or otherwise; (viiv) after the occurrence and during the continuance of an Event of Default, to exercise all of such Loan Party’s Parties’ rights and remedies with respect to the collection of the Accounts, Receivables and any other Collateral; (viiivi) after the occurrence and during the continuance of an Event of Default, to settle, adjust, compromise, extend or renew the ReceivablesAccounts and other Receivables of each such Loan Party; (ixvii) after the occurrence and during the continuance of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect ReceivablesAccounts and other Receivables of each such Loan Party; (xviii) after the occurrence and during the continuance of an Event of Default, to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any CustomerCustomer or any other Person obligated with respect to an Account or other Receivable of each such Loan Party; (xiix) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesAccounts and other Receivables of each such Loan Party; and (xiix) after the occurrence and during the continuance of an Event of Default, to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction; this power being coupled with an interest is irrevocable while any at all times until all of the Obligations remain unpaidhave been Paid in Full. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence and during the continuance of an Event of Default has occurred which is then continuingDefault, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power to send verifications of Receivables to any Customer and to sign such Loan Party’s name on all documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the terms of the Factoring Agreement (as applicable with respect Collateral and to the Eligible Factored Receivables)file same. Furthermore, each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the Receivables; (viiv) to enforce payment of the Receivables by legal proceedings or otherwise; (viiv) to exercise all of such Loan Party’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (viiivi) to settle, adjust, compromise, extend or renew the Receivables; (ixvii) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (xviii) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xiix) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xiix) to do all other acts and things necessary to carry out this Agreement. Agent ; provided, however, such power shall not exercise the power of attorney under be exercised with respect to clauses (v), (vi), (vii), (viii), i) through (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence and during the continuance of an Event of Default has occurred which is then continuingor Default, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of ReceivablesReceivable; provided however, that if no Event of Default is continuing, it shall only conduct such verifications in the name of such Loan Party; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent in its Permitted Discretion to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the Receivables; (vi) to enforce payment of the Receivables by legal proceedings or otherwise; (vii) to exercise all of such Loan Party’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (viii) to settle, adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (x) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, including financing statements under the Uniform Commercial Code or the PPSA, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. ; provided, however, that Agent shall not exercise the power of attorney under take any action described in clauses (v), ) through (vi), (vii), (viii), (ixxi) or (x) above unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligencenegligence or willful misconduct (as determined by a court of competent jurisdiction in a final judgment which is no longer appealable); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence and during the continuation of an Event of Default has occurred which is then continuingDefault, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), The Agent shall have the right right, at any time, to receive, endorse, assign and/or deliver in the name of the Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the ReceivablesAccounts, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes the Agent or the Agent’s designee as such Loan Party’s attorney with power to (i) at any time, to (A) endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral, and (B) send verifications of Accounts to any Account Debtor; and (ii) upon the occurrence and during the continuance of an Event of Default, to (A) sign such Loan Party’s name on any invoice or xxxx bill of lading relating to any of the ReceivablesAccounts, drafts against CustomersAccount Debtors, assignments and verifications of ReceivablesAccounts; (iiiB) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the ReceivablesAccounts; (viC) to enforce payment of the Receivables Accounts by legal proceedings or otherwise; (viiD) to exercise all of such the Loan Party’s Parties’ rights and remedies with respect to the collection of the Receivables Accounts and any other Collateral; (viiiE) to settle, adjust, compromise, extend or renew the ReceivablesAccounts; (ixF) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesAccounts; (xG) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any CustomerAccount Debtor; (xiH) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesAccounts; and (xiiI) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), The Agent shall have the right at any time when following the occurrence of an Event of Default has occurred which is then continuingor Default, to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to At any time following the terms occurrence and during the continuance of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables)an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s 's designee as such Loan Party’s 's attorney with power power, to be exercised only following the occurrence of any Event of Default (except in the case of clauses (ii), (iii) and (iv) below), (i) to endorse such Loan Party’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s 's name on any invoice or xxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; (v) to demand payment of the Receivables; (vi) to enforce payment of the Receivables by legal proceedings or otherwise; (vii) to exercise all of such Loan Party’s Parties' rights and remedies with respect to the collection of the Receivables and any other Collateral; (viii) to settle, adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (x) to prepare, file and sign such Loan Party’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign such Loan Party’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence and during the continuance of an Event of Default has occurred which is then continuingDefault, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject Upon the occurrence and during the continuation of an Event of Default , but in all events subject to the terms provisions of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables)Financing Order, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment non‑payment of any instrument so endorsed. Subject to the terms provisions of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables)Financing Order, each Loan Party hereby constitutes Agent or Agent’s 's designee as such Loan Party’s 's attorney with power to send verifications of Receivables to any Customer and, upon the occurrence and during the continuation of an Event of Default, (i) to endorse such Loan Party’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s 's name on any invoice or xxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; (viv) to demand payment of the Receivables; (viv) to enforce payment of the Receivables by legal proceedings or otherwise; (viivi) to exercise all of such Loan Party’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (viiivii) to settle, adjust, compromise, extend or renew the Receivables; (ixviii) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (xix) to prepare, file and sign such Loan Party’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (xix) to prepare, file and sign such Loan Party’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xiixi) to do all other acts and things necessary to carry out this Agreement in accordance with and as permitted pursuant to this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross negligence (not mere) negligenceas determined by a court of competent jurisdiction in a final non‑appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when time, upon the occurrence and during the continuation of an Event of Default has occurred which is then continuingDefault, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right right, at any time after the occurrence and during the continuance of a Default or an Event of Default, to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power at any time after the occurrence and during the continuance of an Event of Default or Default (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or xxxx bxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the Receivables; (vi) to enforce payment of the Receivables by legal proceedings or otherwise; (vii) to exercise all of such Loan Party’s Parties’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (viii) to settle, adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (x) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligencenegligence or willful misconduct; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence of an Event of Default has occurred or Default which is then continuing, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), The Agent shall have the right right, at any time after the occurrence and during the continuance of a Default or an Event of Default, to receive, endorse, assign and/or deliver in the name of the Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes the Agent or the Agent’s designee as such Loan Party’s attorney with power at any time after the occurrence of an Event of Default or Default (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or xxxx bxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the Receivables; (viv) to enforce payment of the Receivables by legal proceedings or otherwise; (viivi) to exercise all of such the Loan Party’s Parties’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (viiivii) to settle, adjust, compromise, extend or renew the Receivables; (ixviii) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (xix) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xix) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xiixi) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligencenegligence or willful misconduct; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), The Agent shall have the right at any time when following the occurrence of an Event of Default has occurred which is then continuingor Default, to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right right, at any time after the occurrence of an Event of Default or Default which is continuing, to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s 's designee as such Loan Party’s 's attorney with power at any time after the occurrence of an Event of Default or Default which is continuing (i) to endorse such Loan Party’s 's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s 's name on any invoice or xxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s 's name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s 's interest in the Collateral and to file same; (v) to demand payment of the Receivables; (vi) to enforce payment of the Receivables by legal proceedings or otherwise; (vii) to exercise all of such Loan Party’s 's rights and remedies with respect to the collection of the Receivables and any other Collateral; (viii) to settle, adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (x) to prepare, file and sign such Loan Party’s 's name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign such Loan Party’s 's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligencenegligence (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when an Event of Default has occurred which is then continuing, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the ReceivablesAccounts and other Receivables of each Loan Party, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) upon the occurrence and during the continuance of an Event of Default, to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the ReceivablesAccounts and other Receivables of each such Loan Party, drafts against Customers, assignments and verifications of ReceivablesAccounts and other Receivables of each such Loan Party; (iii) at any time, to send verifications of Accounts and other Receivables of each such Loan Party to any CustomerCustomer or Person; (iv) at any time, to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) after the occurrence and during the continuance of an Event of Default, to demand payment of the ReceivablesAccounts and other Receivables of each such Loan Party; (vi) after the occurrence and during the continuance of an Event of Default, to enforce payment of the Accounts and other Receivables of each such Loan Party by legal proceedings or otherwise; (vii) after the occurrence and during the continuance of an Event of Default, to exercise all of such Loan Party’s Parties’ rights and remedies with respect to the collection of the Accounts, Receivables and any other Collateral; (viii) after the occurrence and during the continuance of an Event of Default, to settle, adjust, compromise, extend or renew the ReceivablesAccounts and other Receivables of each such Loan Party; (ix) after the occurrence and during the continuance of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect ReceivablesAccounts and other Receivables of each such Loan Party; (x) after the occurrence and during the continuance of an Event of Default, to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any CustomerCustomer or any other Person obligated with respect to an Account or other Receivable of each such Loan Party; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesAccounts and other Receivables of each such Loan Party; and (xii) after the occurrence and during the continuance of an Event of Default, to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction; this power being coupled with an interest is irrevocable while any at all times until all of the Obligations remain unpaidhave been Paid in Full. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence and during the continuance of an Event of Default has occurred which is then continuingDefault, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the ReceivablesAccounts and other Receivables of each Loan Party, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) upon the occurrence and during the continuance of a Cash Dominion Event, to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) upon the occurrence and during the continuance of a Cash Dominion Event, to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the ReceivablesAccounts and other Receivables of each such Loan Party, drafts against Customers, assignments and verifications of ReceivablesAccounts and other Receivables of each such Loan Party; (iii) at any time, to send verifications of Accounts and other Receivables of each such Loan Party to any CustomerCustomer or Person, subject to Section 4.14(e); (iv) at any time, to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same, if such Loan Party shall have failed to promptly execute and deliver any such documents or instruments following Agent’s request therefor pursuant to Section 4.2(c); (v) after the occurrence and during the continuance of an Event of Default, to demand payment of the ReceivablesAccounts and other Receivables of each such Loan Party; (vi) after the occurrence and during the continuance of an Event of Default, to enforce payment of the Accounts and other Receivables of each such Loan Party by legal proceedings or otherwise; (vii) after the occurrence and during the continuance of an Event of Default, to exercise all of such Loan Party’s Parties’ rights and remedies with respect to the collection of the Accounts, Receivables and any other Collateral; (viii) after the occurrence and during the continuance of an Event of Default, to settle, adjust, compromise, extend or renew the ReceivablesAccounts and other Receivables of each such Loan Party; (ix) after the occurrence and during the continuance of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect ReceivablesAccounts and other Receivables of each such Loan Party; (x) after the occurrence and during the continuance of an Event of Default, to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any CustomerCustomer or any other Person obligated with respect to an Account or other Receivable of each such Loan Party; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesAccounts and other Receivables of each such Loan Party; and (xii) after the occurrence and during the continuance of an Event of Default, to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction; this power being coupled with an interest is irrevocable while any at all times until all of the Obligations remain unpaidhave been Paid in Full. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence and during the continuance of an Event of Default has occurred which is then continuingDefault, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) upon the occurrence and during the continuance of an Event of Default, to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) upon the occurrence and during the continuance of an Event of Default, to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the ReceivablesAccounts and other Receivables of each such Loan Party, drafts against Customers, assignments and verifications of ReceivablesAccounts and other Receivables of each such Loan Party; (iii) at any time (subject to the terms of Section 4.14(e) above), to send verifications of Accounts and other Receivables of each such Loan Party to any CustomerCustomer or Person; (iv) at any time, to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) after the occurrence and during the continuance of an Event of Default, to demand payment of the ReceivablesAccounts and other Receivables of each such Loan Party; (vi) after the occurrence and during the continuance of an Event of Default, to enforce payment of the Accounts and other Receivables of each such Loan Party by legal proceedings or otherwise; (vii) after the occurrence and during the continuance of an Event of Default, to exercise all of such Loan Party’s Parties’ rights and remedies with respect to the collection of the Accounts, Receivables and any other Collateral; (viii) after the occurrence and during the continuance of an Event of Default, to settle, adjust, compromise, extend or renew the ReceivablesAccounts and other Receivables of each such Loan Party; (ix) after the occurrence and during the continuance of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect ReceivablesAccounts and other Receivables of each such Loan Party; (x) after the occurrence and during the continuance of an Event of Default, to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any CustomerCustomer or any other Person obligated with respect to an Account or other Receivable of each such Loan Party; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesAccounts and other Receivables of each such Loan Party; and (xii) after the occurrence and during the continuance of an Event of Default, to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligencenegligence or willful misconduct, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction; this power being coupled with an interest is irrevocable while any at all times until all of the Obligations remain unpaidhave been Paid in Full. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence and during the continuance of an Event of Default has occurred which is then continuingDefault, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the ReceivablesAccounts and other Receivables of each Loan Party, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) ): upon the occurrence and during the continuance of an Event of Default, to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) upon the occurrence and during the continuance of an Event of Default, to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the ReceivablesAccounts and other Receivables of each such Loan Party, drafts against Customers, assignments and verifications of ReceivablesAccounts and other Receivables of each such Loan Party; (iii) at any time, to send verifications of Accounts and other Receivables of each such Loan Party to any CustomerCustomer or Person; (iv) at any time, to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) after the occurrence and during the continuance of an Event of Default, to demand payment of the ReceivablesAccounts and other Receivables of each such Loan Party; (vi) after the occurrence and during the continuance of an Event of Default, to enforce payment of the Accounts and other Receivables of each such Loan Party by legal proceedings or otherwise; (vii) after the occurrence and during the continuance of an Event of Default, to exercise all of such Loan Party’s Parties’ rights and remedies with respect to the collection of the Accounts, Receivables and any other Collateral; (viii) after the occurrence and during the continuance of an Event of Default, to settle, adjust, compromise, extend or renew the ReceivablesAccounts and other Receivables of each such Loan Party; (ix) after the occurrence and during the continuance of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect ReceivablesAccounts and other Receivables of each such Loan Party; (x) after the occurrence and during the continuance of an Event of Default, to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any CustomerCustomer or any other Person obligated with respect to an Account or other Receivable of each such Loan Party; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesAccounts and other Receivables of each such Loan Party; and (xii) after the occurrence and during the continuance of an Event of Default, to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction; this power being coupled with an interest is irrevocable while any at all times until all of the Obligations remain unpaidhave been Paid in Full. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence and during the continuance of an Event of Default has occurred which is then continuingDefault, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), The Agent shall have the right right, at any time after the occurrence and during the continuance of an Event of Default, to receive, endorse, assign and/or deliver in the name of the Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes the Agent or the Agent’s designee as such Loan Party’s attorney with power at any time after the occurrence and during the continuance of an Event of Default (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the Receivables; (viv) to enforce payment of the Receivables by legal proceedings or otherwise; (viivi) to exercise all of such the Loan Party’s Parties’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (viiivii) to settle, adjust, compromise, extend or renew the Receivables; (ixviii) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (xix) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xix) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xiixi) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligencenegligence or willful misconduct; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), The Agent shall have the right at any time when following the occurrence and during the continuance of an Event of Default has occurred which is then continuingDefault, to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand demand, upon the occurrence and during the continuance of an Event of Default, payment of the Receivables; (vi) to enforce enforce, upon the occurrence and during the continuance of an Event of Default, payment of the Receivables by legal proceedings or otherwise; (vii) to exercise exercise, upon the occurrence and during the continuance of an Event of Default, all of such Loan Party’s Parties’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (viii) to settle, adjust, compromise, extend or renew renew, upon the occurrence and during the continuance of an Event of Default, the Receivables; (ix) to settle, adjust or compromise compromise, upon the occurrence and during the continuance of an Event of Default, any legal proceedings brought to collect Receivables; (x) to prepare, file and sign sign, upon the occurrence and during the continuance of an Event of Default, such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign sign, upon the occurrence and during the continuance of an Event of Default, such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence and during the continuance of an Event of Default has occurred which is then continuingDefault, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; , (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the Receivables; (vi) to enforce payment of the Receivables by legal proceedings or otherwise; (vii) to exercise all of such Loan Party’s rights and remedies with respect to the collection of the Receivables and any other Collateral; (viii) to settle, adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (x) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when an Event of Default has occurred which is then continuing, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to At any time following the terms occurrence and during the continuance of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables)an Event of Default, Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power power, to be exercised only following the occurrence of any Event of Default (except in the case of clauses (ii), (iii) and (iv) below), (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or xxxx bxxx of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the Receivables; (vi) to enforce payment of the Receivables by legal proceedings or otherwise; (vii) to exercise all of such Loan Party’s Parties’ rights and remedies with respect to the collection of the Receivables and any other Collateral; (viii) to settle, adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (x) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence and during the continuance of an Event of Default has occurred which is then continuingDefault, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the ReceivablesAccounts and other Receivables of each Loan Party, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) 8): upon the occurrence and during the continuance of an Event of Default, to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii9) upon the occurrence and during the continuance of an Event of Default, to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the ReceivablesAccounts and other Receivables of each such Loan Party, drafts against Customers, assignments and verifications of ReceivablesAccounts and other Receivables of each such Loan Party; (iii10) at any time, to send verifications of Accounts and other Receivables of each such Loan Party to any CustomerCustomer or Person; (iv11) at any time, to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v12) after the occurrence and during the continuance of an Event of Default, to demand payment of the ReceivablesAccounts and other Receivables of each such Loan Party; (vi13) after the occurrence and during the continuance of an Event of Default, to enforce payment of the Accounts and other Receivables of each such Loan Party by legal proceedings or otherwise; (vii14) after the occurrence and during the continuance of an Event of Default, to exercise all of such Loan Party’s Parties’ rights and remedies with respect to the collection of the Accounts, Receivables and any other Collateral; (viii) to settle, adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (x) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when an Event of Default has occurred which is then continuing, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.other

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), The Agent shall have the right right, at any time, to receive, endorse, assign and/or deliver in the name of the Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the ReceivablesAccounts, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes the Agent or the Agent’s designee as such Loan Party’s attorney with power to (i) at any time, to (A) endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral, and (B) send verifications of Accounts to any Account Debtor; and (ii) upon the occurrence and during the continuance of an Event of Default, to (A) sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the ReceivablesAccounts, drafts against CustomersAccount Debtors, assignments and verifications of ReceivablesAccounts; (iiiB) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the ReceivablesAccounts; (viC) to enforce payment of the Receivables Accounts by legal proceedings or otherwise; (viiD) to exercise all of such the Loan Party’s Parties’ rights and remedies with respect to the collection of the Receivables Accounts and any other Collateral; (viiiE) to settle, adjust, compromise, extend or renew the ReceivablesAccounts; (ixF) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesAccounts; (xG) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any CustomerAccount Debtor; (xiH) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesAccounts; and (xiiI) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), The Agent shall have the right at any time when following the occurrence of an Event of Default has occurred which is then continuingor Default, to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Accounts and other Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) following the occurrence and during the continuance of an Event of Default, to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the Accounts and other Receivables, drafts against Customers, assignments Customers and verifications of Receivablesassignments; (iii) to send verifications of Accounts and other Receivables to any CustomerCustomer or Person and to sign such Loan Party’s name on any verifications of Accounts or other Receivables; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) after the occurrence and during the continuance of an Event of Default, to demand payment of the Accounts and other Receivables; (vi) after the occurrence and during the continuance of an Event of Default, to enforce payment of the Accounts and other Receivables by legal proceedings or otherwise; (vii) after the occurrence and during the continuance of an Event of Default, to exercise all of such Loan Party’s Parties’ rights and remedies with respect to the collection of the Receivables Accounts and any other Collateral; (viii) after the occurrence and during the continuance of an Event of Default, to settle, adjust, compromise, extend or renew the Accounts and other Receivables; (ix) after the occurrence and during the continuance of an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect Accounts and other Receivables; (x) after the occurrence and during the continuance of an Event of Default, to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesAccounts; and (xii) after the occurrence and during the continuance of an Event of Default, to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaidunpaid and this Agreement has not been terminated. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence of an Event of Default has occurred which is then continuingor Default, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the Accounts and other Receivables, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes Agent or Agent’s designee as such Loan Party’s attorney with power (i) to endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the Accounts and other Receivables, drafts against Customers, assignments and verifications of Accounts and other Receivables; (iii) to send verifications of Accounts and other Receivables to any CustomerCustomer or Person; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) after the occurrence of a Default or an Event of Default, to demand payment of the Accounts and other Receivables; (vi) after the occurrence of a Default or an Event of Default, to enforce payment of the Accounts and other Receivables by legal proceedings or otherwise; (vii) after the occurrence of a Default or an Event of Default, to exercise all of such Loan Party’s Parties’ rights and remedies with respect to the collection of the Accounts, Receivables and any other Collateral; (viii) after the occurrence of a Default or an Event of Default, to settle, adjust, compromise, extend or renew the Accounts and other Receivables; (ix) after the occurrence of a Default or an Event of Default, to settle, adjust or compromise any legal proceedings brought to collect Accounts and other Receivables; (x) after the occurrence of a Default or an Event of Default, to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any CustomerCustomer or any other Person obligated with respect to an Account or other Receivable; (xi) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Accounts and other Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaidunpaid and this Agreement has not been terminated. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), Agent shall have the right at any time when following the occurrence of an Event of Default has occurred which is then continuingor Default, to change the address for delivery of mail addressed to any Loan Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.

Power of Agent to Act on Loan Parties’ Behalf. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), The Agent shall have the right right, at any time, to receive, endorse, assign and/or deliver in the name of the Agent or any Loan Party any and all checks, drafts and other instruments for the payment of money relating to the ReceivablesAccounts, and each Loan Party hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), each Each Loan Party hereby constitutes the Agent or the Agent’s designee as such Loan Party’s attorney with power to (i) at any time, to (A) endorse such Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral, and (B) send verifications of Accounts to any Account Debtor; and (ii) upon the occurrence and during the continuance of an Event of Default, to (A) sign such Loan Party’s name on any invoice or xxxx of lading relating to any of the ReceivablesAccounts, drafts against CustomersAccount Debtors, assignments and verifications of ReceivablesAccounts; (iiiB) to send verifications of Receivables to any Customer; (iv) to sign such Loan Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the ReceivablesAccounts; (viC) to enforce payment of the Receivables Accounts by legal proceedings or otherwise; (viiD) to exercise all of such the Loan Party’s Parties’ rights and remedies with respect to the collection of the Receivables Accounts and any other Collateral; (viiiE) to settle, adjust, compromise, extend or renew the ReceivablesAccounts; (ixF) to settle, adjust or compromise any legal proceedings brought to collect ReceivablesAccounts; (xG) to prepare, file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any CustomerAccount ​ Debtor; (xiH) to prepare, file and sign such Loan Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the ReceivablesAccounts; and (xiiI) to do all other acts and things necessary to carry out this Agreement. Agent shall not exercise the power of attorney under clauses (v), (vi), (vii), (viii), (ix) or (x) unless an Event of Default has occurred and is continuing. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Subject to the terms of the Factoring Agreement (as applicable with respect to the Eligible Factored Receivables), The Agent shall have the right at any time when following the occurrence of an Event of Default has occurred which is then continuingor Default, to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to receive, open and dispose of all mail addressed to any Loan Party.