Common use of Specific Powers Clause in Contracts

Specific Powers. Lender may at any time, before (with respect to clauses (iii), (v), (vii) and (x) of this Section 11.2) or after the occurrence of a demand for payment of the Loans or an Event of Default, at Lender's sole discretion: (i) give notice of assignment to any Account Debtor; (ii) collect Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to Borrower and notify the Post Office authorities to change the address for delivery of Borrower's mail to an address designated by Lender; (vii) endorse the name of Borrower on any checks or other evidence of payment that may come into possession of Lender and on any invoice, freight or express xxxx, xxxx of lading or other document; (viii) in the name of Borrower or otherwise, demand, xxx for, collect and give acquittance for any and all monies due or to become due on Receivables; (ix) compromise, prosecute or defend any action, claim or proceeding concerning Receivables; and (x) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements and any other agreement between the parties. Neither Lender nor any person acting as its representative hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.

Specific Powers. Lender may at any time, before (with respect to clauses (iii), (v), (vii) and (x) of this Section 11.2) or after the occurrence of a demand for payment of the Loans or an Event of Default, at Lender's sole reasonable discretion: (i) give notice of assignment to any entity obligated to Borrower upon an Account (an "Account Debtor"); (ii) collect Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (viii) exercise all other rights granted in this Agreement and the other Financing AgreementsDocuments; (viiv) receive, open and dispose of all mail addressed to Borrower and notify the Post Office authorities to change the address for delivery of Borrower's mail to an address designated by Lender; (viiv) endorse the name of Borrower on any checks or other evidence of payment that may come into possession of Lender and on any invoice, freight or express xxxx, xxxx of lading or other document; (viiivi) in the name of Borrower or otherwise, demand, xxx for, collect and give acquittance for any and all monies due or to become due on Receivables; (ixvii) compromise, prosecute or defend any action, claim or proceeding concerning Receivables; and (xviii) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements Documents and any other agreement between the parties. Neither Lender nor any person acting as its representative hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence bad faith or willful misconductmisconduct or failure to act in a commercially reasonable manner. Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.

Specific Powers. Lender may Section 8.1 The Borrower hereby constitutes the Bank and any agent or designee of the Bank, as the Borrower’s attorney-in-fact, at the Borrower’s own cost and expense, to exercise at any timetime all or any of the following powers (provided that, before (with respect to in the case of the powers described in clauses (iiib), (v), (viid) and (x) of this Section 11.2) or e), such powers may only be exercised after the occurrence and during the continuance of a demand for payment of the Loans or an Event of DefaultDefault following notice to cure or an event which would result in a Material Adverse Change) which, at Lender's sole discretionbeing coupled with an interest, shall be irrevocable until all Obligations have been paid in full: (ia) give notice of assignment to receive, take, endorse, assign, deliver, accept and deposit, in the Bank’s or the Borrower’s name, any Account Debtorand all checks, notes, drafts, remittances and other instruments and documents relating to the Collateral; (iib) collect Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to the Borrower and to notify the Post Office postal authorities to change the address for delivery of Borrower's mail thereof to an such address designated by Lenderas the Bank may designate; (viic) endorse to transmit to Account Debtors notice of the Bank’s interest therein and to request from such Account Debtors at any time, in the Bank’s or the Borrower’s name or that of Borrower on any checks or other evidence of payment that may come into possession of Lender the Bank’s designee, information concerning the Accounts and on any invoice, freight or express xxxx, xxxx of lading or other documentthe amounts owing thereon; (viiid) to notify Account Debtors to make payment directly to the Bank; (e) to take or bring, in the name Bank’s or the Borrower’s name, all steps, actions, suits or proceedings deemed by the Bank necessary or desirable to effect collection of Borrower or otherwise, demand, xxx for, collect and give acquittance for any and all monies due or to become due on Receivables; (ix) compromise, prosecute or defend any action, claim or proceeding concerning Receivablesthe Collateral; and (xf) do to execute in the Borrower’s name and on the Borrower’s behalf and file any and all things necessary and proper to carry out the purposes contemplated UCC financing statements or amendments thereto, including without limitation UCC financing statements with broader collateral description than that provided in this Agreement, including a description of Collateral as “all assets” or words of similar meaning. The Borrower also ratifies the other Financing Agreements Borrower’s authorization to the Bank to have filed one or more financing statements or amendments thereto if filed prior to the date of this Agreement. The Borrower hereby releases the Bank and the Bank’s officers, employees, agents, professionals and designees, from any other agreement between the parties. Neither Lender nor liability arising from any person acting as its representative hereunder shall be liable for any act or acts under this Agreement or omissions in furtherance thereof, whether of omission or for commission, and whether based upon any error of judgment or mistake of fact law or lawfact, except for in the case of the Bank’s gross negligence or willful misconduct. Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.

Specific Powers. Lender may at any time, before (with respect to clauses (iii), (v), (vii) and (x) of this Section 11.212.2) or after the occurrence of a demand for payment of the Loans or an Event of Default, at Lender's sole discretion: (i) give notice of assignment to any Account Debtor; (ii) collect Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to either Revolving Loan Account (or divided between the Revolving Loan AccountAccounts) in Lender's sole discretion; (iii) collect receivables submitted by Borrower Borrowers to Lender for collection and charge, or cause to be charged, the collection costs and expenses to either Revolving Loan Account (or divided between the Revolving Loan AccountAccounts) in Lender's sole discretion; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender considers advisable, and credit, or cause to be credited, the applicable Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to Borrower Borrowers and notify the Post Office authorities to change the address for delivery of Borrower's Borrowers' mail to an address designated by Lender; (vii) endorse the name of Borrower Borrowers on any 40 -40- checks or other evidence of payment that may come into possession of Lender and on any invoice, freight or express xxxxbill, xxxx of xxll xx lading or other document; (viii) in the name of Borrower Borrowers or otherwise, demand, xxx sue for, collect and give acquittance for any and all monies due or to become due on Receivables; (ix) compromise, prosecute or defend any action, claim or proceeding concerning Receivables; and (x) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements and any other agreement between the parties. Neither Lender nor any person acting as its representative hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. Borrower agrees Borrowers agree that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.

Specific Powers. Lender The Bank may at any time, before (with respect only to clauses subsections (iiic), (v), (viig) and (xj) of this Section 11.2below) or after the occurrence of a demand for payment of the Loans or an Event of Default, at Lenderthe Bank's sole discretion: (ia) give notice of assignment to any Account Debtor; (iib) collect Receivables the Accounts of the Borrower directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; (iiic) collect receivables Accounts submitted by the Borrower to Lender the Bank for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (ivd) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender the Bank considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivablesthe Accounts of the Borrower; (ve) exercise all other rights granted in this Agreement and the other Financing Agreements; (vif) receive, open and dispose of all mail addressed to the Borrower and notify the Post Office authorities to change the address for delivery of the Borrower's mail to an address designated by Lenderthe Bank; (viig) endorse the name of the Borrower on any checks or other evidence of payment that may come into possession of Lender the Bank and on any invoice, freight or express xxxxbill, xxxx of xxll xx lading or other document; (viiih) in the name of the Borrower or otherwise, demand, xxx forsue xxx, collect and give acquittance for any and all monies due or to become due on Receivablesits Accounts; (ixi) compromise, prosecute or defend any action, claim or proceeding concerning Receivablesthe Accounts of the Borrower; and (xj) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements and any other agreement between the parties. Neither Lender the Bank nor any person acting as its representative agent or attorney hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence bad faith or willful misconduct. For the purposes of this Section 12.3, the Borrower agrees that hereby irrevocably constitutes the powers Bank as its attorney-in-fact to issue in the name and execute or endorse on behalf of the Borrower each and every notice, instrument and document necessary to carry out the purposes of the provisions of this Section 12.3. The power of attorney granted hereunder, being coupled with an interest, hereby shall be irrevocable so long self-executing, but the Borrower shall promptly execute and deliver to the Bank, upon written request of the Bank, such additional separate powers of attorney as any Obligation remains unsatisfiedthe Bank may from time to time request. Notwithstanding the foregoing, it is understood that Lender the Bank is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.demand

Specific Powers. Lender may at any time, before (with respect to clauses (iii), (v), (vii) and (x) of this Section 11.212.2) or after the occurrence of a demand for payment of the Loans Revolving Loan or an Event of Default and during the continuance of an Event of Default, at Lender's sole discretion: (i) give notice of assignment to any Account DebtorDebtor (it being agreed and understood that Lender may at any time, before or after demand for payment of the Revolving Loan or the occurrence of an Event of Default, verify receivables directly with Account Debtors); (ii) collect Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower Borrowers to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to Borrower Borrowers and notify the Post Office authorities to change the address for delivery of Borrower's Borrowers' mail to an address designated by Lender; (vii) endorse the name of Borrower Borrowers on any checks or other evidence of payment that may come into possession of Lender and on any invoice, freight or express xxxx, xxxx of lading or other document; (viii) in the name of Borrower Borrowers or otherwise, demand, xxx for, collect and give acquittance for any and all monies due or to become due on Receivables; (ix) compromise, prosecute or defend any action, claim or proceeding concerning Receivables; and (x) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements and any other agreement between the parties. Neither Lender nor any person acting as its representative hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. Borrower agrees Borrowers agree that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.

Specific Powers. Lender may at any time, before (only with respect to clauses (iii), (v), (vii) and (x) of this Section 11.216.2) or after the ------------- occurrence of a demand for payment an Event of Default and during the Loans or continuance of an Event of Default, at Lender's sole discretion: (i) give notice of assignment to any Account DebtorDebtor (it being agreed and understood that Lender may at any time, before or after demand for payment of the Revolving Loan or the occurrence of an Event of Default, verify receivables directly with Account Debtors); (ii) collect Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to Borrower and notify the Post Office authorities to change the address for delivery of Borrower's mail to an address designated by Lender; (vii) endorse the name of Borrower on any checks or other evidence of payment that may come into possession of Lender and on any invoice, freight or express xxxx, xxxx of lading or other document; (viii) in the name of Borrower or otherwise, demand, xxx for, collect and give acquittance for any and all monies due or to become due on Receivables; (ix) compromise, prosecute or defend any action, claim or proceeding concerning Receivables; and (x) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements and any other agreement between the parties. Neither Lender nor any person acting as its representative hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.

Specific Powers. Lender may Each Borrower and Guarantor hereby constitutes Lender, and its designees, as its attorney-in-fact, at Borrowers' and Guarantors' own cost and expense, to exercise at any time, before (with respect to clauses (iii), (v), (vii) and (x) of this Section 11.2) time all or after the occurrence of a demand for payment any of the Loans or following powers which, being coupled with an Event interest, shall be irrevocable until all Obligations of Default, at Lender's sole discretionBorrowers and Guarantors have been paid in full: (i) give notice to receive, take, endorse, assign, deliver, accept and deposit, in the name of assignment Lender, or such Borrower or Guarantor, as the case may be, any and all checks, notes, drafts, remittances and other instruments and documents relating to any Account DebtorCollateral and Guarantor Collateral as the case may be; (ii) collect Receivables directly and charge, or cause to be charged, after the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts occurrence and upon terms which Lender considers advisableand during the continuance of an Event of Default or Incipient Default, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to such Borrower or Guarantor, as the case may be, and to notify the Post Office postal authorities to change the address for delivery of Borrower's mail thereof to an such address designated by Lenderas Lender may designate; (viiiii) endorse the name to transmit to Account Debtors obligated in respect of Borrower on any checks or other evidence Collateral notice of payment that may come into possession of Lender Lender's interest therein and on to request from such Account Debtors at any invoicetime, freight or express xxxx, xxxx of lading or other document; (viii) in the name of Lender, or such Borrower or otherwiseGuarantor, demandas the case may be, xxx foror that of Lender's or designee, collect information concerning the Accounts that are part of any Collateral and give acquittance for any and all monies due or to become due on Receivablesthe amounts owing thereon; (ixiv) compromiseafter the occurrence and upon and during the continuance of an Event of Default or Incipient Default, prosecute to notify Account Debtors obligated in respect of the Collateral to make payment directly to Lender; (v) after the occurrence and upon and during the continuance of an Event of Default or defend any actionIncipient Default, claim to take or proceeding concerning Receivablesbring, in the name of Lender, or such Borrower or Guarantor, as the case may be, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of the Collateral and Guarantor Collateral; and (xvi) do to execute in such Borrower's or such Guarantor's name and on its behalf any UCC financing statements or amendments thereto. Each Borrower and all things necessary Guarantor hereby releases Lender, and proper to carry out the purposes contemplated its officers, employees, attorneys, agents and designees, from any liability arising from any act or acts under this Agreement or in this Agreementfurtherance thereof, the other Financing Agreements whether of omission or commission, and any other agreement between the parties. Neither Lender nor any person acting as its representative hereunder shall be liable for any acts or omissions or for whether based upon any error of judgment or mistake of fact law or lawfact, except other than for Lender's own gross negligence or willful misconduct. Borrower agrees that the powers granted hereunder, being coupled with an interest(vii) endorse such Borrower's or Guarantor's name upon any chattel paper, shall be irrevocable so long as document, instrument, invoice, or similar document or agreement relating to any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables Receivable or any income therefrom goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and no further duty other negotiable or non-negotiable documents, and (viii) clear Inventory through U.S. Customs or other foreign export control authorities in such Borrower's or Guarantor's name, Lender's name or the name of Lender's designee, and to preserve sign and deliver to customs officials powers of attorney in such Borrower's or Guarantor's name for such purpose, and to complete in such Borrower's or Guarantor's or Lender's name, any rights pertaining theretoorder, other than sale or transaction, obtain the safe custody thereof necessary documents in connection therewith and collect the event Lender takes possession proceeds thereof.

Specific Powers. Lender may Each Borrower hereby constitutes Agent and its designees, as such Borrower's attorney-in-fact, with power of substitution, at the cost and expense of such Borrower, to exercise at any timetime all or any of the following powers which appointment, before being coupled with an interest, shall be irrevocable until all Obligations have been indefeasibly paid in full: (with respect a) to clauses receive, take, endorse, assign, deliver, accept and deposit, in the name of Agent or such Borrower, any and all checks, notes, drafts, remittances and other instruments and documents or chattel paper relating to the Collateral; (iii), (v), (viib) and (x) of this Section 11.2) on or after the occurrence of a demand for payment of the Loans or an Event of Default, at Lender's sole discretion: (i) give notice or an act, condition or event which with notice, passage of assignment time or both would constitute an Event of Default, to any Account Debtor; (ii) collect Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to such Borrower and to notify the Post Office postal authorities to change the address for delivery of Borrower's mail thereof to an such address designated by Lenderas Agent designates; (viic) endorse the name to transmit to Account Debtors notice of Borrower on Agent's interest therein and to request from such Account Debtors at any checks or other evidence of payment that may come into possession of Lender and on any invoicetime, freight or express xxxx, xxxx of lading or other document; (viii) in the name of Agent or such Borrower or otherwisethat of Agent's designee, demand, xxx for, collect information concerning the Collateral and give acquittance for any and all monies due or to become due on Receivablesthe amounts owing thereon; (ixd) compromiseon or after the occurrence of an Event of Default, prosecute or defend any actionan act, claim condition or proceeding concerning Receivablesevent which with notice, passage of time or both would constitute an Event of Default, to notify Account Debtors to make payment directly to Agent; (e) on or after the occurrence of an Event of Default, or an act, condition or event which with notice, passage of time or both would constitute an Event of Default, to take or bring, in the name of Agent or such Borrower, all steps, actions, suits or proceedings deemed by Agent necessary or desirable to effect collection of the Collateral; and (xf) do to execute in such Borrower's name and on its behalf any UCC financing statements or amendments thereto. Each Borrower hereby releases Agent and all things necessary its officers, employees and proper to carry out the purposes contemplated designees, from any liability arising from any act or acts under this Agreement or in this Agreementfurtherance thereof, the other Financing Agreements whether of omission or commission, and any other agreement between the parties. Neither Lender nor any person acting as its representative hereunder shall be liable for any acts or omissions or for whether based upon any error of judgment or mistake of fact law or lawfact, except for acts of gross negligence or willful misconduct. Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long wilful misconduct of Agent as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty determined pursuant to take any a final non-appealable order of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection a court of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereofcompetent jurisdiction.

Specific Powers. Lender may at any time, before (only with respect to clauses (iii), (v), (vii) and (x) of this Section 11.216.2) or after the occurrence of a demand for payment an Event of Default and during the Loans or continuance of an Event of Default, at Lender's sole discretion: (i) give notice of assignment to any Account DebtorDebtor (it being agreed and understood that Lender may at any time, before or after demand for payment of the Revolving Loan or the occurrence of an Event of Default, verify receivables directly with Account Debtors); (ii) collect Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to Borrower and notify the Post Office authorities to change the address for delivery of Borrower's mail to an address designated by Lender; (vii) endorse the name of Borrower on any checks or other evidence of payment that may come into possession of Lender and on any invoice, freight or express xxxx, xxxx of lading or other document; (viii) in the name of Borrower or otherwise, demand, xxx for, collect and give acquittance for any and all monies due or to become due on Receivables; (ix) compromise, prosecute or defend any action, claim or proceeding concerning Receivables; and (x) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements and any other agreement between the parties. Neither Lender nor any person acting as its representative hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.

Specific Powers. Lender may at any time, before (with respect to clauses (iii), (v), (vii) and (x) of this Section 11.2) or after the occurrence of a demand for payment of the Loans or an Event of Default, at Lender's sole discretion: (i) give notice of assignment to any Account Debtor; (ii) collect Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to Borrower and notify the Post Office authorities to change the address for delivery of Borrower's mail to an address designated by Lender; (vii) endorse the name of Borrower on any checks or other evidence of payment that may come into possession of Lender and on any invoice, freight or express xxxx, xxxx of lading or other document; (viii) in the name of Borrower or otherwise, demand, xxx for, collect and give acquittance for any and all monies due or to become due on Receivables; (ix) compromise, prosecute or defend any action, claim or proceeding concerning Receivables; and (x) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements and any other agreement between the parties. Neither Lender nor any person acting as its representative hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.

Specific Powers. Lender may Each Borrower and Guarantor hereby constitutes Lender, and its designees, as its attorney-in-fact, at Borrowers' and Guarantors' own cost and expense, to exercise at any time, before (with respect to clauses (iii), (v), (vii) and (x) of this Section 11.2) time all or after the occurrence of a demand for payment any of the Loans or following powers which, being coupled with an Event interest, shall be irrevocable until all Obligations of Default, at Lender's sole discretionBorrowers and Guarantors have been paid in full: (i) give notice to receive, take, endorse, assign, deliver, accept and deposit, in the name of assignment Lender, or such Borrower or Guarantor, as the case may be, any and all checks, notes, drafts, remittances and other instruments and documents relating to any Account DebtorCollateral and Guarantor Collateral as the case may be; (ii) collect Receivables directly and charge, or cause to be charged, after the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts occurrence and upon terms which Lender considers advisableand during the continuance of an Event of Default or Incipient Default, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to such Borrower or Guarantor, as the case may be, and to notify the Post Office postal authorities to change the address for delivery of Borrower's mail thereof to an such address designated by Lenderas Lender may designate; (viiiii) endorse the name to transmit to Account Debtors obligated in respect of Borrower on any checks or other evidence Collateral notice of payment that may come into possession of Lender Lender's interest therein and on to request from such Account Debtors at any invoicetime, freight or express xxxx, xxxx of lading or other document; (viii) in the name of Lender, or such Borrower or otherwiseGuarantor, demandas the case may be, xxx foror that of Lender's or designee, collect information concerning the Accounts that are part of any Collateral and give acquittance for any and all monies due or to become due on Receivablesthe amounts owing thereon; (ixiv) compromiseafter the occurrence and upon and during the continuance of an Event of Default or Incipient Default, prosecute to notify Account Debtors obligated in respect of the Collateral to make payment directly to Lender; (v) after the - 108 - 114 occurrence and upon and during the continuance of an Event of Default or defend any actionIncipient Default, claim to take or proceeding concerning Receivablesbring, in the name of Lender, or such Borrower or Guarantor, as the case may be, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of the Collateral and Guarantor Collateral; and (xvi) do to execute in such Borrower's or such Guarantor's name and on its behalf any UCC financing statements or amendments thereto. Each Borrower and all things necessary Guarantor hereby releases Lender, and proper to carry out the purposes contemplated its officers, employees, attorneys, agents and designees, from any liability arising from any act or acts under this Agreement or in this Agreementfurtherance thereof, the other Financing Agreements whether of omission or commission, and any other agreement between the parties. Neither Lender nor any person acting as its representative hereunder shall be liable for any acts or omissions or for whether based upon any error of judgment or mistake of fact law or lawfact, except other than for Lender's own gross negligence or willful wilful misconduct. Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.

Specific Powers. Lender The Bank may at any time, before (with respect to clauses (iii), (v), (vii) and (x) of this Section 11.2) or after the occurrence of a demand for payment of the Loans or an Event of Default, at Lenderthe Bank's sole discretion: (i) give notice of assignment to any Account Receivable Debtor; (ii) collect Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Bank's Revolving Loan Account; (iii) collect receivables submitted by Borrower the Company to Lender the Bank for collection and charge, or cause to be charged, the reasonable collection costs and expenses to the Bank's Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Receivable Debtors for amounts and upon terms which Lender the Bank considers advisable, and credit, or cause to be credited, the Bank's Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to Borrower the Company and notify the Post Office authorities to change the address for delivery of Borrowerthe Company's mail to an address designated by Lenderthe Bank; (vii) endorse the name of Borrower the Company on any checks or other evidence of payment that may come into possession of Lender the Bank and on any invoice, freight or express xxxx, xxxx of lading or other document; (viii) in the name of Borrower the Company or otherwise, demand, xxx sue for, collect and give acquittance for acquittancx xor any and all monies due or to become due on Receivables; (ix) compromise, prosecute or defend any action, claim or proceeding concerning Receivablesreceivables; and (x) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements and any other agreement between the parties. In the event that the Bank takes any such action before the occurrence of an Event of Default, such action shall be taken in good faith. Neither Lender the Bank nor any person acting as its representative attorney hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for bad faith, gross negligence or and willful misconduct. Borrower The Company agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender the Bank is under no duty to take any of the foregoing actions and that after having made demand upon the Account Receivable Debtors for payment, Lender the Bank shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.

Specific Powers. Lender may at any time, before (only with respect to clauses (iii), (v), (vii) and (x) of this Section 11.219.2) or after the occurrence of a demand for payment an Event of Default and during the Loans or continuance of an Event of Default, at Lender's ’s sole discretion: (i) give notice of assignment to any Account DebtorDebtor (it being agreed and understood that Lender may at any time, before or after demand for payment of the Revolving Loan or the occurrence of an Event of Default, verify receivables directly with Account Debtors); (ii) collect Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (v) exercise all other rights granted in this Agreement and the other Financing Agreements; (vi) receive, open and dispose of all mail addressed to Borrower and notify the Post Office authorities to change the address for delivery of Borrower's ’s mail to an address designated by Lender; (vii) endorse the name of Borrower on any checks or other evidence of payment that may come into possession of Lender and on any invoice, freight or express xxxx, xxxx of lading or other document; (viii) in the name of Borrower or otherwise, demand, xxx for, collect and give acquittance for any and all monies due or to become due on Receivables; (ix) compromise, prosecute or defend any action, claim or proceeding concerning Receivables; and (x) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements and any other agreement between the parties. Neither Lender nor any person acting as its representative hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.

Specific Powers. Lender The Lenders may at any time, before (with respect to clauses (iii), (v), (vii) and (x) of this Section 11.2) or time after the occurrence of a demand for payment of the Loans or an Event of Default, at Lender's the Lenders' sole discretion: (i) give notice of assignment to any Account Debtor; (ii) collect account Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; from account debtors (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which Lender the Lenders considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (vvi) exercise all other rights granted in this Agreement and the other Financing Agreements; (viv) receive, open and dispose of all mail addressed to the Borrower and notify the Post Office authorities to change the address for delivery of the Borrower's mail to an address designated by Lenderthe Lenders; (viivi) endorse the name of the Borrower on any checks or other evidence of payment that may come into possession of Lender the Lenders and on any invoice, freight or express xxxx, xxxx of lading or other document; (viiivii) in the name of the Borrower or otherwise, demand, xxx for, collect and give acquittance for any and all monies due or to become due on Receivables; (ixviii) compromise, prosecute or defend any action, claim or proceeding concerning Receivables; and (xix) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements and any other agreement between the parties. Neither Lender the Lenders nor any person acting as its representative attorney hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for bad faith, gross negligence or and willful misconduct. The Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender is the Lenders are under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender the Lenders shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.. Section 6.4-

Specific Powers. Lender (a) Fleet may at any time, before (with respect to clauses (iii), (v), (vii) and (x) of this Section 11.2) or after the occurrence of a demand for payment of the Loans or an Event of Default, at Lender's its sole discretion: (i) give notice of assignment to any Account Debtordebtor of Borrower; (ii) collect Receivables Accounts directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, charge the collection costs and expenses to the Revolving Loan AccountBorrower's demand deposit account; (iviii) settle or adjust disputes and claims directly with Account Debtors debtors of Borrower for amounts and upon terms which Lender Fleet considers advisable, and credit, or cause to be credited, credit the Revolving Loan Account demand deposit account with the net amounts received in payment of ReceivablesAccounts; (viv) exercise all other rights granted in this Agreement and the other Financing AgreementsLoan Documents; (viv) receive, open and dispose of all mail addressed to Borrower and notify the Post Office authorities to change the address for delivery of Borrower's mail to an address designated by LenderFleet; (viivi) endorse the name of Borrower on any checks or other evidence of payment that may come into possession of Lender Fleet and on any invoice, freight or express xxxxbilx, xxxx of xilx xx lading or other documentdocuments; (viiivii) in the name of Borrower or otherwise, demand, xxx forsue xxr, collect collect, and give acquittance for any and all monies due or to become due on ReceivablesAccounts; (ixviii) compromise, prosecute prosecute, or defend any action, claim or proceeding concerning ReceivablesAccounts; and (xix) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, to carry out the purposes contemplated in this Agreement, the other Financing Agreements Loan Documents, and any other agreement between the parties. Neither Lender nor (b) Fleet and any person acting as its representative attorney hereunder shall not be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or bad faith and willful misconduct. Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that Lender Fleet is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors account debtors of Borrower for payment, Lender Fleet shall have no further duty as to the collection or protection of Receivables Accounts or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.. 18 8.04

Specific Powers. The Lender may at any time, before (with respect to clauses (iii), (v), (vii) and (x) of this Section 11.2) or time after the occurrence of a demand for payment of the Loans or an Event of Default, at the Lender's sole discretion: (i) give notice of assignment to any Account Debtor; (ii) collect account Receivables directly and charge, or cause to be charged, the collection costs and expenses actually incurred to the Revolving Loan Account; from account debtors (iii) collect receivables submitted by Borrower to Lender for collection and charge, or cause to be charged, the collection costs and expenses to the Revolving Loan Account; (iv) settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms which the Lender considers advisable, and credit, or cause to be credited, the Revolving Loan Account with the net amounts received in payment of Receivables; (vvi) exercise all other rights granted in this Agreement and the other Financing Agreements; (viv) receive, open and dispose of all mail addressed to the Borrower and notify the Post Office authorities to change the address for delivery of the Borrower's mail to an address designated by the Lender; (viivi) endorse the name of the Borrower on any checks or other evidence of payment that may come into possession of the Lender and on any invoice, freight or express xxxx, xxxx of lading or other document; (viiivii) in the name of the Borrower or otherwise, demand, xxx for, collect and give acquittance for any and all monies due or to become due on Receivables; (ixviii) compromise, prosecute or defend any action, claim or proceeding concerning Receivables; and (xix) do any and all things necessary and proper to carry out the purposes contemplated in this Agreement, the other Financing Agreements and any other agreement between the parties. Neither the Lender nor any person acting as its representative attorney hereunder shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for bad faith, gross negligence or and willful misconduct. The Borrower agrees that the powers granted hereunder, being coupled with an interest, shall be irrevocable so long as any Obligation remains unsatisfied. Notwithstanding the foregoing, it is understood that the Lender is under no duty to take any of the foregoing actions and that after having made demand upon the Account Debtors for payment, Lender shall have no further duty as to the collection or protection of Receivables or any income therefrom and no further duty to preserve any rights pertaining thereto, other than the safe custody thereof in the event Lender takes possession thereof.of