Common use of Actions with Respect to Accounts Clause in Contracts

Actions with Respect to Accounts. Borrower irrevocably makes, constitutes and appoints Lender (and any of Lender’s designated officers, employees or agents) as its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions, in its name or in the name of Lender, as Lender may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to Borrower and at Borrower’s expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to Lender and that Lender has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts; (d) Take control in any manner of any cash or non-cash items of payment or proceeds of Accounts; (e) In any case and for any reason, notify the United States Postal Service to change the address for delivery of mail addressed to Borrower to such address as Lender may designate; (f) In any case and for any reason, receive, open and dispose of all mail addressed to Borrower; (g) Take control in any manner of any rejected, returned, stopped-in-transit or repossessed goods relating to Accounts; (h) Enforce payment of and collect any Accounts by legal proceedings or otherwise, and for such purpose Lender may: (i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to Lender; (ii) Receive and collect all monies due or to become due to Borrower;

Actions with Respect to Accounts. Each Borrower hereby irrevocably makes, constitutes constitutes, and appoints Lender Bank (and any of Lender’s Bank's designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions, in its name or in the name of LenderBank, as Lender Bank may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to such Borrower and at Borrower’s the Borrowers' expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify After the occurrence and during the continuance of an Event of Default, notify all account debtors Account Debtors that the Borrowers' Accounts have been assigned to Lender Bank and that Lender Bank has a security interest in the AccountsLien therein; (c) Direct After the occurrence and during the continuance of an Event of Default, direct all account debtors Account Debtors to make payment of all Accountsthe Borrowers' Accounts directly to Bank and forward invoices directly to such Account Debtors; (d) Take After the occurrence and during the continuance of an Event of Default, take control in any manner of any cash or non-cash items of payment or proceeds of such Accounts; (e) In any case After the occurrence and for any reasonduring the continuance of an Event of Default, notify the United States U.S. Postal Service to change the address for delivery of mail addressed to any Borrower to such address as Lender Bank may designate;: (f) In After the occurrence and during the continuance of an Event of Default, have access to any case lockbox or postal boxes into which any Borrower's mail is deposited and for any reason, receive, open and dispose of all mail addressed to any Borrower; (g) Take After the occurrence and during the continuance of an Event of Default, take control in any manner of any rejected, returned, stopped-in-stopped in transit or repossessed goods relating to any Accounts; (h) Enforce After the occurrence and during the continuance of an Event of Default, enforce payment of and collect any Accounts Accounts, by legal proceedings or otherwise, and for such purpose Lender Bank may: (i) Demand payment of any Accounts or direct any account debtors Account Debtors to make payment of Accounts directly to LenderBank; (ii) Receive and collect all monies due or to become due to any Borrower; (iii) Exercise all of any Borrower's rights and remedies with respect to the collection of Accounts, (iv) Settle, adjust, compromise, extend, renew, discharge or release the Accounts; (v) Sell or assign the Accounts on such terms, for such amount and at such times as Bank deems advisable; (vi) Prepare, file and sign any Borrower's name or names on any Proof of Claim or similar document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any Account Debtor; (vii) Prepare, file and sign any Borrower's name or names on any Notice of Lien, Claim of Mechanic's Lien, Assignment or Satisfaction of Lien or Mechanic's Lien or similar document in connection with the Collateral; (viii) Endorse the name of any Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to the Accounts or goods pertaining thereto or upon any checks or other media of payment or evidences of a security interest that may come into Bank's possession; (ix) Sign the name of any Borrower to verifications of Accounts and notices thereof sent by Account Debtors to such Borrower; or (x) Take all other actions reasonably necessary or desirable to protect any Borrower's or Bank's interest in the Accounts. The Borrowers ratify and approve all acts of said attorneys and agree that said attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except such attorneys' gross negligence or willful misconduct. The Borrowers agree to assist Bank in the collection and enforcement of their Accounts and not to hinder, delay or impede Bank in its collection or enforcement of said Accounts.

Actions with Respect to Accounts. Borrower Borrowers hereby irrevocably makesmake, constitutes constitute and appoints Lender appoint Bank (and any of Lender’s Bank's designated officers, employees or agents) as its their true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions, in its name or in the name of LenderBank, as Lender Bank may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to Borrower Borrowers and at Borrower’s Borrowers' expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify all account debtors that the Accounts Borrowers' accounts have been assigned to Lender Bank and that Lender Bank has a security interest therein, provided that such notification shall only be given prior to the occurrence of an Event of Default if notice is required to protect or perfect the Bank's security interests in the AccountsCollateral; (c) Direct Upon the occurrence and during the continuation of an Event of Default direct all account debtors to make payment of all AccountsBorrowers' accounts directly to Bank and forward invoices directly to such account debtors; (d) Take Upon the occurrence and during continuation of an Event of Default take control in any manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) In any case Upon the occurrence and for any reason, during continuation of an Event of Default notify the United States Postal Service to change the address for delivery of mail addressed to any Borrower to such address as Lender Bank may designate; (f) In Upon the occurrence and during continuation of an Event of Default have access to any case lockbox or postal boxes into which Borrowers' mail is deposited and for any reason, receive, open and dispose of all mail addressed to Borrowerany Borrower (any sums received pursuant to the exercise of the rights provided in Sections 14.4(a) through (f) above may, at Bank's option, be deposited in the cash collateral account provided for herein); (g) Take Upon the occurrence and during continuation of an Event of Default take control in any manner of any rejected, returned, stopped-in-stopped in transit or repossessed goods relating to Accountsany accounts; (h) Enforce Upon the occurrence and during continuation of an Event of Default, enforce payment of and collect any Accounts accounts, by legal proceedings or otherwise, and for such purpose Lender Bank may: (i) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to LenderBank; (ii) Receive and collect all monies due or to become due to any Borrower; (iii) Exercise all of Borrowers' rights and remedies with respect to the collection of accounts; (iv) Settle, adjust, compromise, extend, renew, discharge or release the accounts; (v) Sell or assign the accounts on such terms, for such amount and at such times as Bank deems advisable; (vi) Prepare, file and sign Borrowers' name or names on any Proof of Claim or similar document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (vii) Prepare, file and sign Borrowers' name or names on any Notice of Lien, Claim of Mechanic's Lien, Assignment or Satisfaction of Lien or Mechanic's Lien or similar document in connection with the Collateral; (viii) Endorse the name of any Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to the accounts or goods pertaining thereto or upon any checks or other media of payment or evidences of a security interest that may come into Bank's possession; (ix) Sign the name of any Borrower to verifications of accounts and notices thereof sent by account debtors to Borrowers; or (x) Take all other actions necessary or desirable to protect Borrowers' or Bank's interest in the accounts. Borrowers ratify and approve all acts of said attorneys and agrees that said attorneys shall not be liable for any acts of cornmission or omission, nor for any error of judgment or mistake of fact or law, except willful misconduct. This power, being coupled with an interest, is irrevocable. Borrowers agree to assist the Bank in the collection and enforcement of its accounts and not to hinder, delay or impede the Bank in its collection or enforcement of said accounts.

Actions with Respect to Accounts. Borrower Each Obligor hereby irrevocably makes, constitutes and appoints Lender Agent (and any of Lender’s Agent's designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions, in its name or in the name of LenderAgent, as Lender Agent may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to Borrower Obligors and at Borrower’s Obligors' expense: (a) : · - - Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (ba) Notify all account debtors that the Accounts such Obligor's accounts have been assigned to Lender Agent and that Lender Agent has a security interest in the Accountstherein; (cb) Direct all account debtors to make payment of all Accountssuch Obligor's accounts directly to Agent and forward invoices directly to such account debtors; (dc) Take control in any manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (ed) In any case and for any reason, notify Notify the United States Postal Service to change the address for delivery of mail addressed to Borrower such Obligor to such address as Lender Agent may designate; (fe) In Have access to any case lockbox or postal boxes into which such Obligor's mail is deposited and for any reason, receive, open and dispose of all mail addressed to Borrowersuch Obligor (any sums received pursuant to the exercise of the rights provided in Sections 13.4 (a) through (f) above may, at Agent's option, be deposited in the cash collateral account provided for herein); (gf) Take control in any manner of any rejected, returned, stopped-in-stopped in transit or repossessed goods relating to Accountsany accounts; (hg) Enforce After the occurrence of an Event of Default, enforce payment of and collect any Accounts accounts, by legal proceedings or otherwise, and for such purpose Lender Agent may: (i1) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to LenderAgent; (ii2) Receive and collect all monies due or to become due to Borrowersuch Obligor; (3) Exercise all of such Obligor's rights and remedies with respect to the collection of accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release the accounts; (5) Sell or assign the accounts on such terms, for such amount and at such times as Agent deems advisable; (6) Prepare, file and sign such Obligor's name or names on any Proof of Claim or similar document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign such Obligor's name or names on any Notice of Lien, Claim of Mechanic's Lien, Assignment or Satisfaction of Lien or Mechanic's Lien or similar document in connection with the Collateral; (8) Endorse the name of such Obligor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements (9) relating to the accounts or goods pertaining thereto or upon any checks or other media of payment or evidences of a security interest that may come into Agent's possession; (10) Sign the name of such Obligor to verifications of accounts and notices thereof sent by account debtors to such Obligor; or (11) Take all other actions necessary or desirable to protect such Obligor's or Agent's interest in the accounts. Obligors ratify and approve all acts of said attorneys and agrees that said attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except willful misconduct. This power, being coupled with an interest, is irrevocable. Each Obligor agrees to assist the Agent in the collection and enforcement of its accounts and not to hinder, delay or impede the Agent in its collection or enforcement of said accounts.

Actions with Respect to Accounts. Borrower Upon the occurrence and during the continuance of an Event of Default,, each Grantor shall be deemed to have irrevocably makes, constitutes and appoints Lender automatically appointed the Administrative Agent (and any of Lenderthe Administrative Agent’s designated officers, employees or agents) as its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions, in its name or in the name of Lenderthe Administrative Agent, as Lender the Administrative Agent may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues determine (except as expressly limited in this Article Section 5) without notice to Borrower such Grantor and at Borrowersuch Grantor’s expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify Upon the occurrence and during the continuance of an Event of Default, notify all account debtors that the Accounts have been assigned to Lender the Administrative Agent and that Lender has the Lenders have a security interest in the Accounts; (c) Direct Upon the occurrence and during the continuance of an Event of Default, direct all account debtors to make payment of all AccountsAccounts directly to the Administrative Agent; (d) Take Upon the occurrence and during the continuance of an Event of Default, take control in any manner of any cash or non-cash items of payment or proceeds of Accounts; (e) In Upon the occurrence and during the continuance of an Event of Default, in any case and for any reason, notify the United States Postal Service to change the address addresses for delivery of mail addressed to Borrower the Grantor to such address as Lender the Administrative Agent may designate; (f) In Upon the occurrence and during the continuance of an Event of Default, in any case and for any reason, receive, open and dispose of all mail addressed to Borrowersuch Grantor; (g) Take Upon the occurrence and during the continuance of an Event of Default, take control in any manner of any rejected, returned, stopped-in-transit or repossessed goods relating to Accounts; (h) Enforce Upon the occurrence and during the continuance of an Event of Default, enforce payment of and collect any Accounts Accounts, by legal proceedings or otherwise, and for such purpose Lender the Administrative Agent may: (i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to Lenderthe Administrative Agent; (ii) Receive and collect all monies due or to become due to Borrowersuch Grantor; (iii) Exercise all of such Grantor’s rights and remedies with respect to the collection of Accounts; (iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts; (v) Sell or assign Accounts on such terms, for such amounts and at such times as the Administrative Agent deems advisable; (vi) Prepare, file and sign such Grantor’s name on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar Law as to any account debtor; (vii) Prepare, file and sign such Grantor’s name on any Notice of Lien, Claim of Mechanic’s Lien, Assignment or Satisfaction of Lien or Mechanic’s Lien, or similar document in connection with the Collateral; (viii) Endorse the name of such Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading, or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other medium of payment or evidence of security interest that may come into the Administrative Agent’s possession; (ix) Sign the name of such Grantor to verifications of Accounts and notices of Accounts sent by account debtors to such Grantor; or (x) Take all other actions necessary or desirable to protect such Grantor’s interest(s) in the Accounts. Each Grantor ratifies and approves all acts of said attorneys and agrees that said attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable until the Obligations are paid in full and the Grantors shall have performed all of their obligations under this Security Agreement. Each Grantor further agrees to use its best efforts to assist the Administrative Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Administrative Agent in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. Borrower Each Obligor hereby irrevocably makes, constitutes constitutes, and appoints Lender Bank (and any of LenderBank’s designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions, in its name or in the name of LenderBank, as Lender Bank may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to Borrower Obligors and at Borrower’s Obligors’ expense: (ai) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (bii) Notify After the occurrence of an Event of Default, notify all account debtors Account Debtors that the Obligors’ Accounts have been assigned to Lender Bank and that Lender Bank has a security interest in the AccountsLien therein; (ciii) Direct After the occurrence of an Event of Default, direct all account debtors Account Debtors to make payment of all AccountsObligors’ Accounts directly to Bank and forward invoices directly to such Account Debtors; (div) Take After the occurrence of an Event of Default, take control in any manner of any cash or non-cash items of payment or proceeds of such Accounts; (ev) In any case and for any reasonAfter the occurrence of an Event of Default, notify the United States U.S. Postal Service to change the address for delivery of mail addressed to Borrower each Obligor to such address as Lender Bank may designate; (fvi) In After the occurrence of an Event of Default, have access to any case lockbox or postal boxes into which any Obligor’s mail is deposited and for any reason, receive, open and dispose of all mail addressed to Borrowersuch Obligor; (gvii) Take After the occurrence of an Event of Default, take control in any manner of any rejected, returned, stopped-in-stopped in transit or repossessed goods relating to any Accounts; (hviii) Enforce After the occurrence of an Event of Default, enforce payment of and collect any Accounts Accounts, by legal proceedings or otherwise, and for such purpose Lender Bank may: (iA) Demand payment of any Accounts or direct any account debtors Account Debtors to make payment of Accounts directly to LenderBank; (iiB) Receive and collect all monies due or to become due to Borrowerany Obligor; (C) Exercise any Obligor’s rights and remedies with respect to the collection of Accounts; (D) Settle, adjust, compromise, extend, renew, discharge or release the Accounts; (E) Sell or assign the Accounts on such terms, for such amount and at such times as Bank deems advisable; (F) Prepare, file and sign any Obligor’s name or names on any Proof of Claim or similar document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any Account Debtor; (G) Prepare, file and sign any Obligor’s name or names on any Notice of Lien, Claim of Mechanic’s Lien, Assignment or Satisfaction of Lien or Mechanic’s Lien or similar document in connection with the Collateral; (H) Endorse the name of any Obligor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to the Accounts or goods pertaining thereto or upon any checks or other media of payment or evidences of a security interest that may come into Bank’s possession; (I) Sign the name of any Obligor to verifications of Accounts and notices thereof sent by Account Debtors to such Obligor; or (J) Take all other actions necessary or desirable to protect any Obligor’s or Bank’s interest in the Accounts. Each Obligor ratifies and approves all acts of said attorneys and agrees that said attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except such attorneys’ gross negligence or willful misconduct. Each Obligor agrees to assist Bank in the collection and enforcement of their Accounts and not to hinder, delay or impede Bank in its collection or enforcement of said Accounts.

Actions with Respect to Accounts. Borrower Each Obligor hereby irrevocably makes, constitutes constitutes, and appoints Lender Bank (and any of LenderBank’s designated officers, employees or agents) as its true and lawful attorney-in-fact attorney‑in‑fact, with full power of substitution, with power to sign its name and to take any of the following actions, in its name or in the name of LenderBank, as Lender Bank may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to Borrower such Obligor and at Borrower’s Obligors’ expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify Upon the occurrence and during the continuation of an Event of Default, notify all account debtors Account Debtors that the Obligors’ Accounts have been assigned to Lender Bank and that Lender Bank has a security interest in the AccountsLien therein; (c) Direct Upon the occurrence and during the continuation of an Event of Default, direct all account debtors Account Debtors to make payment of all AccountsObligors’ Accounts directly to Bank and forward invoices directly to such Account Debtors; (d) Take Upon the occurrence and during the continuation of an Event of Default, take control in any manner of any cash or non-cash non‑cash items of payment or proceeds of such Accounts; (e) In any case Upon the occurrence and for any reasonduring the continuation of an Event of Default, notify the United States U.S. Postal Service to change the address for delivery of mail addressed to Borrower any Obligor to such address as Lender Bank may designate; (f) In Upon the occurrence and during the continuation of an Event of Default, have access to any case lockbox or postal boxes into which any Obligor’s mail is deposited and for any reason, receive, open and dispose of all mail addressed to Borrowerany Obligor; (g) Take Upon the occurrence and during the continuation of an Event of Default, take control in any manner of any rejected, returned, stopped-in-stopped in transit or repossessed goods relating to any Accounts; (h) Enforce Upon the occurrence and during the continuation of an Event of Default, enforce payment of and collect any Accounts Accounts, by legal proceedings or otherwise, and for such purpose Lender Bank may: (i) Demand payment of any Accounts or direct any account debtors Account Debtors to make payment of Accounts directly to LenderBank; (ii) Receive and collect all monies due or to become due to Borrowerany Obligor; (iii) Exercise all of any Obligor’s rights and remedies with respect to the collection of Accounts; (iv) Settle, adjust, compromise, extend, renew, discharge or release the Accounts; (v) Sell or assign the Accounts on such terms, for such amount and at such times as Bank deems advisable; (vi) Prepare, file and sign any Obligor’s name or names on any Proof of Claim or similar document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any Account Debtor; (vii) Prepare, file and sign any Obligor’s name or names on any Notice of Lien, Claim of Mechanic’s Lien, Assignment or Satisfaction of Lien or Mechanic’s Lien or similar document in connection with the Collateral; (viii) Endorse the name of any Obligor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to the Accounts or goods pertaining thereto or upon any checks or other media of payment or evidences of a security interest that may come into Bank’s possession; (ix) Sign the name of any Obligor to verifications of Accounts and notices thereof sent by Account Debtors to such Obligor; or (x) Take all other actions necessary or desirable to protect any Obligor’s or Bank’s interest in the Accounts. Obligors ratify and approve all acts of said attorneys and agree that said attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except such attorneys’ gross negligence or willful misconduct. Obligors agree to assist Bank in the collection and enforcement of their Accounts and not to hinder, delay or impede Bank in its collection or enforcement of said Accounts.

Actions with Respect to Accounts. Borrower Borrowers hereby irrevocably makesmake, constitutes constitute and appoints Lender appoint Bank (and any of Lender’s Bank's designated officers, employees or agents) as its their true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions, in its name or in the name of LenderBank, as Lender Bank may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to Borrower Borrowers and at Borrower’s Borrowers' expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify all account debtors that the Accounts Borrowers' accounts have been assigned to Lender Bank and that Lender Bank has a security interest therein, provided that such notification shall only be given prior to the occurrence of an Event of Default if notice is required to protect or perfect the Bank's security interests in the AccountsCollateral; (c) Direct Upon the occurrence and during the continuation of an Event of Default direct all account debtors to make payment of all AccountsBorrowers' accounts directly to Bank and forward invoices directly to such account debtors; (d) Take Upon the occurrence and during continuation of an Event of Default take control in any manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) In any case Upon the occurrence and for any reason, during continuation of an Event of Default notify the United States Postal Service to change the address for delivery of mail addressed to any Borrower to such address as Lender Bank may designate; (f) In Upon the occurrence and during continuation of an Event of Default have access to any case lockbox or postal boxes into which Borrowers' mail is deposited and for any reason, receive, open and dispose of all mail addressed to Borrowerany Borrower (any sums received pursuant to the exercise of the rights provided in Sections 14.4(a) through (f) above may, at Bank's option, be deposited in the cash collateral account provided for herein); (g) Take Upon the occurrence and during continuation of an Event of Default take control in any manner of any rejected, returned, stopped-in-stopped in transit or repossessed goods relating to Accountsany accounts; (h) Enforce Upon the occurrence and during continuation of an Event of Default, enforce payment of and collect any Accounts accounts, by legal proceedings or otherwise, and for such purpose Lender Bank may: (i) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to LenderBank; (ii) Receive and collect all monies due or to become due to any Borrower; (iii) Exercise all of Borrowers' rights and remedies with respect to the collection of accounts; (iv) Settle, adjust, compromise, extend, renew, discharge or release the accounts; (v) Sell or assign the accounts on such terms, for such amount and at such times as Bank deems advisable; (vi) Prepare, file and sign Borrowers' name or names on any Proof of Claim or similar document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (vii) Prepare, file and sign Borrowers' name or names on any Notice of Lien, Claim of Mechanic's Lien, Assignment or Satisfaction of Lien or Mechanic's Lien or similar document in connection with the Collateral; (viii) Endorse the name of any Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to the accounts or goods pertaining thereto or upon any checks or other media of payment or evidences of a security interest that may come into Bank's possession; (ix) Sign the name of any Borrower to verifications of accounts and notices thereof sent by account debtors to Borrowers; or (x) Take all other actions necessary or desirable to protect Borrowers' or Bank's interest in the accounts. Borrowers ratify and approve all acts of said attorneys and agrees that said attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except willful misconduct. This power, being coupled with an interest, is irrevocable. Borrowers agree to assist the Bank in the collection and enforcement of its accounts and not to hinder, delay or impede the Bank in its collection or enforcement of said accounts.

Actions with Respect to Accounts. Borrower and Guarantor hereby irrevocably makesmake, constitutes constitute and appoints appoint Lender (and any of Lender’s 's designated officers, employees or agents) as its their true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its signtheir name and to take any of the following actions, in its their name or in the name of Lender, as Lender may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to Borrower or Guarantor and at Borrower’s 's and Guarantor's expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify all account debtors that the Accounts Borrower's and Guarantor's accounts have been assigned to Lender and that Lender has a security interest in the Accountstherein; (c) Direct Upon the occurrence and during the continuation of an Event of Default, direct all account debtors to make payment of all AccountsBorrower's and Guarantor's accounts directly to Lender and forward invoices directly to such account debtors; (d) Take Upon the occurrence and during the continuation of an Event of Default, take control in any manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) In any case Upon the occurrence and for any reasonduring the continuation of an Event of Default, notify the United States Postal Service to change the address for delivery of mail addressed to Borrower or Guarantor to such address as Lender may designate; (f) In Upon the occurrence and during the continuation of an Event of Default, have access to any case lockbox or postal boxes into which Borrower's or Guarantor's mail is deposited and for any reason, receive, open and reasonably dispose of all mail addressed to BorrowerBorrower (any sums received pursuant to the exercise of the rights provided in Sections 8.4 (a) through (f) above may, at Lender's option, be deposited in a cash collateral account in favor of Lender); (g) Take Upon the occurrence and during the continuation of an Event of Default, take control in any manner of any rejected, returned, stopped-in-stopped in transit or repossessed goods relating to Accountsany accounts; (h) Enforce Upon the occurrence and during the continuation of an Event of Default, enforce payment of and collect any Accounts accounts, by legal proceedings or otherwise, and for such purpose Lender may: (i1) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to Lender; (ii2) Receive and collect all monies due or to become due to Borrower or Guarantor; (3) Exercise all of Borrower's or Guarantor's rights and remedies with respect to the collection of accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release the accounts; (5) Sell or assign the accounts on such terms, for such amount and at such times as Lender deems advisable; (6) Prepare, file and sign Borrower's or Guarantor's name or names on any Proof of Claim or similar document in any proceeding filed under federal or state Bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign Borrower's or Guarantor's name or names on any Notice of Lien, Claim of Mechanic's Lien, Assignment or Satisfaction of Lien or Mechanic's Lien or similar document in connection with the Collateral; (8) Endorse the name of Borrower or Guarantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to the accounts or goods pertaining thereto or upon any checks or other media of payment or evidences of a security interest that may come into Lender's possession; (9) Sign the name of Borrower or Guarantor to verifications of accounts and notices thereof sent by account debtors to Borrower or Guarantor; or (10) Take all other actions necessary or desirable to protect Borrower's Guarantor's or Lender's interest in the accounts. Borrower and Guarantor ratify and approve all acts of said attorneys and agree that said attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except willful misconduct or gross negligence. This power, being coupled with an interest, is irrevocable. Borrower and Guarantor agree to assist the Lender in the collection and enforcement of their accounts and not to hinder, delay or impede the Lender in its collection or enforcement of said accounts.

Actions with Respect to Accounts. Borrower Each Obligor hereby irrevocably makes, constitutes constitutes, and appoints Lender Bank (and any of LenderBank’s designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions, in its name or in the name of LenderBank, as Lender Bank may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to Borrower such Obligor and at Borrower’s Obligors’ expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify Upon the occurrence and during the continuation of an Event of Default, notify all account debtors Account Debtors that the Obligors’ Accounts have been assigned to Lender Bank and that Lender Bank has a security interest in the AccountsLien therein; (c) Direct Upon the occurrence and during the continuation of an Event of Default, direct all account debtors Account Debtors to make payment of all AccountsObligors’ Accounts directly to Bank and forward invoices directly to such Account Debtors; (d) Take Upon the occurrence and during the continuation of an Event of Default, take control in any manner of any cash or non-cash items of payment or proceeds of such Accounts; (e) In any case Upon the occurrence and for any reasonduring the continuation of an Event of Default, notify the United States U.S. Postal Service to change the address for delivery of mail addressed to Borrower any Obligor to such address as Lender Bank may designate; (f) In Upon the occurrence and during the continuation of an Event of Default, have access to any case lockbox or postal boxes into which any Obligor’s mail is deposited and for any reason, receive, open and dispose of all mail addressed to Borrowerany Obligor; (g) Take Upon the occurrence and during the continuation of an Event of Default, take control in any manner of any rejected, returned, stopped-in-stopped in transit or repossessed goods relating to any Accounts; (h) Enforce Upon the occurrence and during the continuation of an Event of Default, enforce payment of and collect any Accounts Accounts, by legal proceedings or otherwise, and for such purpose Lender Bank may: (i) Demand payment of any Accounts or direct any account debtors Account Debtors to make payment of Accounts directly to LenderBank; (ii) Receive and collect all monies due or to become due to Borrowerany Obligor; (iii) Exercise all of any Obligor’s rights and remedies with respect to the collection of Accounts; (iv) Settle, adjust, compromise, extend, renew, discharge or release the Accounts; (v) Sell or assign the Accounts on such terms, for such amount and at such times as Bank deems advisable; (vi) Prepare, file and sign any Obligor’s name or names on any Proof of Claim or similar document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any Account Debtor; (vii) Prepare, file and sign any Obligor’s name or names on any Notice of Lien, Claim of Mechanic’s Lien, Assignment or Satisfaction of Lien or Mechanic’s Lien or similar document in connection with the Collateral; (viii) Endorse the name of any Obligor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to the Accounts or goods pertaining thereto or upon any checks or other media of payment or evidences of a security interest that may come into Bank’s possession; (ix) Sign the name of any Obligor to verifications of Accounts and notices thereof sent by Account Debtors to such Obligor; or (x) Take all other actions necessary or desirable to protect any Obligor’s or Bank’s interest in the Accounts. Obligors ratify and approve all acts of said attorneys and agree that said attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except such attorneys’ gross negligence or willful misconduct. Obligors agree to assist Bank in the collection and enforcement of their Accounts and not to hinder, delay or impede Bank in its collection or enforcement of said Accounts.

Actions with Respect to Accounts. Each Borrower hereby irrevocably makes, constitutes and appoints Lender Bank (and any of LenderBank’s designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions, in its name or in the name of LenderBank, as Lender Bank may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to Borrower Borrowers and at Borrower’s Borrowers’ expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify After the occurrence of an Event of Default, notify all account debtors that the Accounts such Borrower’s accounts have been assigned to Lender Bank and that Lender Bank has a security interest in the Accountstherein; (c) Direct After the occurrence of an Event of Default, direct all account debtors to make payment of all Accountssuch Borrower’s accounts directly to Bank and forward invoices directly to such account debtors; (d) Take After the occurrence of an Event of Default, take control in any manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) In any case and for any reasonAfter the occurrence of an Event of Default, notify the United States Postal Service to change the address for delivery of mail addressed to such Borrower to such address as Lender Bank may designate; (f) In After the occurrence of an Event of Default, have access to any case lockbox or postal boxes into which such Borrower’s mail is deposited and for any reason, receive, open and dispose of all mail addressed to Borrowersuch Borrower (any sums received pursuant to the exercise of the rights provided in Sections 13.4 (a) through (f) above may, at Bank’s option, be deposited in the cash collateral account provided for herein); (g) Take After the occurrence of an Event of Default, take control in any manner of any rejected, returned, stopped-in-stopped in transit or repossessed goods relating to Accountsany accounts; (h) Enforce After the occurrence of an Event of Default, enforce payment of and collect any Accounts accounts, by legal proceedings or otherwise, and for such purpose Lender Bank may: (i1) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to LenderBank; (ii2) Receive and collect all monies due or to become due to such Borrower; (3) Exercise all of such Borrower’s rights and remedies with respect to the collection of accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release the accounts; (5) Sell or assign the accounts on such terms, for such amount and at such times as Bank deems advisable; (6) Prepare, file and sign such Borrower’s name or names on any Proof of Claim or similar document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign such Borrower’s name or names on any Notice of Lien, Claim of Mechanic’s Lien, Assignment or Satisfaction of Lien or Mechanic’s Lien or similar document in connection with the Collateral; (8) Endorse the name of such Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to the accounts or goods pertaining thereto or upon any checks or other media of payment or evidences of a security interest that may come into Bank’s possession; (9) Sign the name of such Borrower to verifications of accounts and notices thereof sent by account debtors to such Borrower; or (10) Take all other actions necessary or desirable to protect such Borrower’s or Bank’s interest in the accounts. Borrowers ratify and approve all acts of said attorneys and agrees that said attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except willful misconduct. This power, being coupled with an interest, is irrevocable. Each Borrower agrees to assist the Bank in the collection and enforcement of its accounts and not to hinder, delay or impede the Bank in its collection or enforcement of said accounts.

Actions with Respect to Accounts. Borrower Each Obligor hereby irrevocably makes, constitutes constitutes, and appoints Lender the Collateral Agent (and any of Lenderthe Collateral Agent’s designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions, in its name or in the name names of Lenderthe Collateral Agent, as Lender the Collateral Agent may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to Borrower the Obligors and at Borrower’s the Obligors’ expense: (ai) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (bii) Notify After the occurrence of an Event of Default, notify all account debtors Account Debtors that the Obligors’ Accounts have been assigned to Lender the Collateral Agent and that Lender the Collateral Agent has a security interest in the AccountsLien therein; (ciii) Direct After the occurrence of an Event of Default, direct all account debtors Account Debtors to make payment of all AccountsObligors’ Accounts directly to the Collateral Agent and forward invoices directly to such Account Debtors; (div) Take After the occurrence of an Event of Default, take control in any manner of any cash or non-cash items of payment or proceeds of such Accounts; (ev) In any case and for any reasonAfter the occurrence of an Event of Default, notify the United States U.S. Postal Service to change the address for delivery of mail addressed to Borrower each Obligor to such address as Lender the Collateral Agent may designate; (fvi) In After the occurrence of an Event of Default, have access to any case lockbox or postal boxes into which any Obligor’s mail is deposited and for any reason, receive, open and dispose of all mail addressed to Borrowersuch Obligor; (gvii) Take After the occurrence of an Event of Default, take control in any manner of any rejected, returned, stopped-in-stopped in transit or repossessed goods relating to any Accounts; (hviii) Enforce After the occurrence of an Event of Default, enforce payment of and collect any Accounts Accounts, by legal proceedings or otherwise, and for such purpose Lender the Collateral Agent may: (iA) Demand payment of any Accounts or direct any account debtors Account Debtors to make payment of Accounts directly to Lenderthe Collateral Agent; (iiB) Receive and collect all monies due or to become due to Borrowerany Obligor; (C) Exercise all any Obligor’s rights and remedies with respect to the collection of Accounts; (D) Settle, adjust, compromise, extend, renew, discharge or release the Accounts; (E) Sell or assign the Accounts on such terms, for such amount and at such times as the Collateral Agent deems advisable; (F) Prepare, file and sign any Obligor’s name or names on any Proof of Claim or similar document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any Account Debtor; (G) Prepare, file and sign any Obligor’s name or names on any Notice of Lien, Claim of Mechanic’s Lien, Assignment or Satisfaction of Lien or Mechanic’s Lien or similar document in connection with the Collateral; (H) Endorse the name of any Obligor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to the Accounts or goods pertaining thereto or upon any checks or other media of payment or evidences of a security interest that may come into the Lenders’, Administrative Agent’s or Collateral Agent’s possession; (I) Sign the name of any Obligor to verifications of Accounts and notices thereof sent by Account Debtors to such Obligor; or (J) Take all other actions necessary or desirable to protect any Obligor’s or the Collateral Agent’s interest in the Accounts. Each Obligor ratifies and approves all acts of said attorneys and agrees that said attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except such attorneys’ gross negligence or willful misconduct. Each Obligor agrees to assist the Collateral Agent in the collection and enforcement of their Accounts and not to hinder, delay or impede the Collateral Agent in its collection or enforcement of said Accounts.